Common use of Opinions Clause in Contracts

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives (i) The Underwriters shall have received: (1) The favorable opinionsreceived from Xxxxxx, dated as of Closing TimeXxxxx & Xxxxxxx LLP, of Skadden, Arps, Slate, Downs Xxxxxxx & Xxxx LLPXxxxxx, special P.C. and such other counsel reasonably acceptable to the CompanyUnderwriters opinions of counsel, as set forth in Exhibit A hereto. (2) The favorable opinion, each dated as of the Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, Date and satisfactory in form and scope satisfactory substance to counsel for the Underwriters, as to (A) various matters relating, among other things, to the effect that: (i) The Company has been duly incorporated corporate status and is validly existing as a corporation in good standing under the laws authorization of the State Company and BCI, substantially in the form of MarylandExhibit B-1 hereto; (B) various matters relating to the lien of the trustee in the assets, substantially in the form of Exhibit B-2 hereto; and (C) the applicable federal income tax treatment of the Certificates. (ii) The Company has Underwriters shall have received one or more opinions from local counsel reasonably acceptable to the corporate power Underwriters, each dated the Closing Date satisfactory in form and authority substance to owncounsel for the Underwriters, lease and operate its properties and with respect to conduct its business as described the Trustee's first priority perfected interest in the Time Manufactured Homes located in those states where 10% or more of Sale Information and the Prospectusprincipal balance of the Contracts and/or Mortgage Loans are located as of the Cut-off Date. (iii) The authorized capital stock Underwriters shall have received copies of any opinions of counsel furnished to the Rating Agencies, together with a letter addressed to the Underwriters to the effect that each Underwriter may rely on each such opinion to the same extent as though such opinion was addressed to each Underwriter as of its date, including any opinions with respect to the non-consolidation of the Company is as set forth with its affiliates and the "true sale" of the Assets, or, in the Base Prospectus under absence of such true sale, that the caption “Description of Capital StockTrustee has a perfected security interest in the Assets, subject to no prior liens or encumbrances.” (iv) The execution Underwriters shall have received from reputable counsel an opinion or opinions of counsel dated the Closing Date and delivery satisfactory in form and substance to counsel for the Underwriters, as to the income tax treatment of the Indenture have been duly and validly authorized by all necessary corporate action on Certificates in those states specified in the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the CompanyTerms Agreement. (v) The issuance Underwriters shall have received from counsel for the Underwriters such opinion or opinions, dated the Closing Date, with respect to the validity of the Securities pursuant to Certificates and other related matters as the IndentureUnderwriters may reasonably require, and the offer Company and sale BCI shall have furnished to such counsel such documents as they reasonably request for the purpose of the Securities pursuant enabling them to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCLpass upon such matters. (vi) Texas HCPThe Company shall have furnished to the Underwriters the opinions of counsel to each Seller, Inc. has been duly incorporated dated the Closing Date and is validly existing satisfactory in form and substance to counsel for the Underwriter, as a corporation in good standing under to the laws due authorization, execution and delivery of each of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned related Sales Agreements by the Company, directly or through subsidiaries, free related Seller and clear of any security interest, mortgage, pledge, lien, encumbrance or claimits enforceability against the related Seller. (vii) The Company shall have furnished to the Underwriters the opinions of counsel to the Trustee, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters, as to the due authorization, execution and delivery of this the Pooling and Servicing Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the CompanyTrustee. (viii) The Company shall have furnished to the Underwriters the opinions of counsel to any Insurer or any monoline insurance company guaranteeing any or all of the payments with respect to one or more Classes of Certificates, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters, as to the due issuance and sale enforceability of the Securities policies issued by such Insurer or such monoline insurance company and covering such other matters as reasonably requested by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the CompanyUnderwriters. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital StockStock We May Offer.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives (i) The Underwriters shall have received: (1) The favorable opinionsreceived from Xxxxxx, dated as of Closing TimeXxxxx & Bockius LLP, of Skadden, Arps, Slate, Downs Xxxxxxx & Xxxx LLPXxxxxx, special P.C. and such other counsel reasonably acceptable to the CompanyUnderwriters opinions of counsel, as set forth in Exhibit A hereto. (2) The favorable opinion, each dated as of the Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, Date and satisfactory in form and scope satisfactory substance to counsel for the Underwriters, as to (A) various matters relating, among other things, to the effect that: (i) The Company has been duly incorporated corporate status and is validly existing as a corporation in good standing under the laws authorization of the State Company and BCI, substantially in the form of MarylandExhibit B-1 hereto; (B) various matters relating to the lien of the trustee in the assets, substantially in the form of Exhibit B-2 hereto; and (C) the applicable federal income tax treatment of the Certificates. (ii) The Company has Underwriters shall have received one or more opinions from local counsel reasonably acceptable to the corporate power Underwriters, each dated the Closing Date satisfactory in form and authority substance to owncounsel for the Underwriters, lease and operate its properties and with respect to conduct its business as described the Trustee's first priority perfected interest in the Time Manufactured Homes located in those states where 10% or more of Sale Information and the Prospectusprincipal balance of the Contracts and/or Mortgage Loans are located as of the Cut-off Date. (iii) The authorized capital stock Underwriters shall have received copies of any opinions of counsel furnished to the Rating Agencies, together with a letter addressed to the Underwriters to the effect that each Underwriter may rely on each such opinion to the same extent as though such opinion was addressed to each Underwriter as of its date, including any opinions with respect to the non-consolidation of the Company is as set forth with its affiliates and the "true sale" of the Assets, or, in the Base Prospectus under absence of such true sale, that the caption “Description of Capital StockTrustee has a perfected security interest in the Assets, subject to no prior liens or encumbrances.” (iv) The execution Underwriters shall have received from reputable counsel an opinion or opinions of counsel dated the Closing Date and delivery satisfactory in form and substance to counsel for the Underwriters, as to the income tax treatment of the Indenture have been duly and validly authorized by all necessary corporate action on Certificates in those states specified in the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the CompanyTerms Agreement. (v) The issuance Underwriters shall have received from counsel for the Underwriters such opinion or opinions, dated the Closing Date, with respect to the validity of the Securities pursuant to Certificates and other related matters as the IndentureUnderwriters may reasonably require, and the offer Company and sale BCI shall have furnished to such counsel such documents as they reasonably request for the purpose of the Securities pursuant enabling them to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCLpass upon such matters. (vi) Texas HCPThe Company shall have furnished to the Underwriters the opinions of counsel to each Seller, Inc. has been duly incorporated dated the Closing Date and is validly existing satisfactory in form and substance to counsel for the Underwriter, as a corporation in good standing under to the laws due authorization, execution and delivery of each of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned related Sales Agreements by the Company, directly or through subsidiaries, free related Seller and clear of any security interest, mortgage, pledge, lien, encumbrance or claimits enforceability against the related Seller. (vii) The Company shall have furnished to the Underwriters the opinions of counsel to the Trustee, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters, as to the due authorization, execution and delivery of this the Pooling and Servicing Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the CompanyTrustee. (viii) The Company shall have furnished to the Underwriters the opinions of counsel to any Insurer or any monoline insurance company guaranteeing any or all of the payments with respect to one or more Classes of Certificates, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters, as to the due issuance and sale enforceability of the Securities policies issued by such Insurer or such monoline insurance company and covering such other matters as reasonably requested by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the CompanyUnderwriters. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based upon, and subject to, the Representatives shall have received: (1) The favorable opinionsforegoing assumptions and the qualifications set out below, dated and having regard to such legal considerations as we deem relevant, we are of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect opinion that: (i) 3.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing as a corporation and in good standing under the laws of the State of MarylandCayman Islands. (ii) 3.2 The Company has the corporate full power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter Memorandum and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance Articles of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and Association to conduct its business as described in the Prospectus. All , ADS Registration Statement and the Registration Statement. 3.3 The Company has full power and authority under its Memorandum and Articles of Association to enter into, execute and perform its obligations under each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant. 3.4 The execution and delivery of each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant and the performance by the Company of its obligations thereunder do not conflict with or result in a breach of any of the terms or provisions of the Memorandum and Articles of Association of the Company or any law, public rule or regulation applicable to the Company in the Cayman Islands currently in force. 3.5 The execution, delivery and performance of each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant have been authorised by and on behalf of the Company and, assuming each of the Underwriting Agreement and the Representative’s Warrant has been executed and unconditionally delivered by any Director, each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant has been duly executed and delivered on behalf of the Company and constitutes the legal, valid and binding obligations of the Company enforceable in accordance with its terms. 3.6 The Offered Shares to be issued by the Company pursuant to each of the Underwriting Agreement, Deposit Agreement and outstanding shares of capital stock of Texas HCP, Inc. the Representative’s Warrant have been duly authorized authorised for issue by the Company, and when issued by the Company against payment in full, of the consideration, in accordance with each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant, as applicable, and duly registered in the register of members (shareholders) of the Company, will be validly issued, fully paid up and non-assessable. 3.7 The authorised share capital of the Company is US$50,000 divided into 50,000,000 ordinary shares of US$0.00249 par value each. 3.8 Based on our inspection of the register of members (shareholders) of the Company, the issued share capital of the Company is [11,020,000] shares of US$0.00249 each, which have been validly issued, are fully paid and non assessable up and are owned non-assessable. 3.9 No authorisations, consents, approvals, licences, validations or exemptions are required by law from any governmental authorities or agencies or other official bodies in the Cayman Islands in connection with: (a) the creation, execution or delivery of each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.; (viib) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on subject to the part payment of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale appropriate stamp duty, enforcement of each of the Securities by the Company and the compliance by the Company with the provisions of this Underwriting Agreement, Deposit Agreement and the Indenture and Representative’s Warrant against the consummation Company; (c) the issue, circulation or distribution of the transactions contemplated hereby and therebyRegistration Statement, will not result in any violation ADS Registration Statement or the Prospectus; (d) the offering, allotment, or issue of the provisions of the charter or bylaws of the Company.Offered Shares; or (ixe) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation performance by the Company of the transactions contemplated by this Agreement or in connection with the sale its obligations under each of the Securities hereunderUnderwriting Agreement, except such as may have been obtained or renderedDeposit Agreement and the Representative’s Warrant, as including the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that payment of any amount under each of Sidley Austin LLPthe Underwriting Agreement, Deposit Agreement and the Representative’s Warrant. 3.10 The Underwriters will not be required to be licensed, qualified, or otherwise entitled to carry on business in rendering its opinion pursuant the Cayman Islands in order to Section 5(b)(4enforce their rights under each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant (as applicable), or as a consequence of the execution, delivery and Skaddenperformance of each of the Underwriting Agreement and the Representative’s Warrant. 3.11 No taxes, Arpsfees or charges (other than stamp duty) are payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of: (a) the execution or delivery of each of the Underwriting Agreement, SlateDeposit Agreement and the Representative’s Warrant; (b) the enforcement of each of the Underwriting Agreement, Xxxxxxx & Xxxx LLPDeposit Agreement and the Representative’s Warrant; (c) the allotment or issue of the Offered Shares; or (d) payments made under, in rendering its opinions or pursuant to, each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant. The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. 3.12 The courts of the Cayman Islands will observe and give effect to Section 5(b)(1), may rely upon such opinion as to matters arising under the choice of the laws of the State of MarylandNew York as the governing law of each of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant. 3.13 Based solely on our search of Register of Writs and Other Originating Process and the Register of Appeals (together, the “Court Registers”) maintained by the Clerk of the Court of the Grand Court of the Cayman Islands and by the Registrar of the Court of Appeal of the Cayman Islands respectively from the date of incorporation of the Company to [date] 2010 (the “Litigation Search”), the Court Registers disclosed no writ, originating summons, originating motion, petition, counterclaim nor third party notice (“Originating Process”) nor any amended Originating Process pending before the Grand Court of the Cayman Islands nor any appeal pending before the Court of Appeal, in which the Company is a defendant or respondent. 3.14 Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the State of New York, a judgment obtained in such jurisdiction will be recognised and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. 3.15 There is no exchange control legislation under Cayman Islands law and accordingly there are no exchange control regulations imposed under Cayman Islands law. 3.16 It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Underwriting Agreement, Deposit Agreement and the Representative’s Warrant that any document be filed, recorded or enrolled with any governmental authority or agency or any official body in the Cayman Islands. 3.17 Neither the Articles of Association of the Company nor the Companies Law (2010 Revision) of the Cayman Islands entitle any shareholder of the Company to any pre-emptive right or other similar rights to subscribe for the Offered Shares of the Company.

Opinions. At Closing Time the Representatives you shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwritersyour counsel, 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital StockStock We May Offer.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and by laws and the Maryland General Corporation Law (“MGCL”) for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non assessable. The issuance of such Securities is not subject to preemptive rights under the charter or bylaws and of the Company or the MGCL. (viv) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (viivi) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (vii) The information in the Base Prospectus under the caption “Description of Capital Stock We May Offer—Common Stock” (excluding the fifth sentence under “Common Stock”) and the information under the caption “Certain Provisions of Maryland Law and HCP’s Charter and Bylaws,” as supplemented by the information in the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2011 with respect to Amendment No. 3 to the Fourth Amended and Restated Bylaws of the Company, the Company’s Form 10-K for the year ended December 31, 2011 under the caption “Risk Factors—Risks Related to our Legal Organizational Structure—We are subject to certain provisions of Maryland law and our charter relating to business combinations” and in the Prospectus Supplement under the caption “Risk Factors—Certain provisions of Maryland law and our bylaws could hinder, delay or prevent a change in control transaction, even if our stockholders believe such transaction to be otherwise in their best interests”, to the extent that it constitutes matters of Maryland corporate law, summaries of legal matters, documents or proceedings, or legal conclusions under Maryland corporate law, has been reviewed by us and is correct in all material respects, and the information under the caption “Description of Capital Stock We May Offer—Transfer and Ownership Restrictions Relating to our Common Stock,” to the extent that it constitutes a summary of the provisions of the Charter of the Company, has been reviewed by us and is correct in all material respects. (viii) The Specimen Stock Certificate used to evidence the Securities is in due and proper form. (ix) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebyhereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ixx) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinionsopinions and negative assurance letter, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Bxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution execution, delivery and delivery performance of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Bxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based upon our review of the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to Documents and upon the Company, as assumptions set forth in Exhibit A hereto. (2) The favorable opinionSection II, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, subject to the effect exceptions and limitations set forth in Section IV, it is our opinion that: (i) The Company has been duly incorporated and A. Borrower is a validly existing as a corporation Delaware limited partnership, in good standing under in Delaware, with the laws of the State of Maryland. (ii) The Company has the corporate requisite limited partnership power and authority to own(i) issue and sell the Notes, lease and operate (ii) execute and deliver, and perform its properties obligations under the Master Note Facility, the Supplement and the Notes. B. The execution, delivery and performance of the Master Note Facility, the Supplement and the Notes have been duly authorized by the requisite limited partnership action of Borrower. The Master Note Facility, the Supplement and the Notes have been duly executed and delivered by Borrower and constitute the valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. C. The Master Note Facility, the Supplement and the Guaranty constitute the valid and binding obligations of the Trust, enforceable against the Trust in accordance with their respective terms. D. Based solely on the respective certifications regarding filing of organizational documents, status and good standing issued by the applicable officials in their respective jurisdictions of formation, each of the Subsidiaries is a validly existing limited liability company and in good standing in the state in which it is organized and in each state in which, to conduct its business as our actual knowledge, it owns real estate described in the Time Master Note Facility. Each of Sale Information the Subsidiaries has the requisite limited liability company power and authority to execute, deliver, and perform its obligations under, the ProspectusGuaranty. (iii) E. The authorized capital stock execution, delivery and performance of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture Guaranty have been duly and validly authorized by all necessary corporate the requisite limited liability company action on the part by each of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”)Subsidiaries. The Indenture Guaranty has been duly executed and delivered by each of the CompanySubsidiaries, and constitutes the valid and binding obligations of each of the Subsidiaries, enforceable against each of the Subsidiaries in accordance with its terms. (v) F. The issuance execution, delivery and performance by Borrower of the Securities pursuant to Master Note Facility and the IndentureSupplement, and the offer issue and sale of the Securities pursuant to this AgreementNotes by Borrower, have been duly authorized by all necessary corporate action on the part as of the Company under its charter and bylaws and the MGCL. date hereof, do not (vii) Texas HCPviolate any provision of Borrower’s Organizational Documents, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority (ii) to ownour actual knowledge, lease and operate its properties and to conduct its business as described result in the Prospectus. All of breach by Borrower of, or constitute a default by Borrower under, (x) the issued and outstanding shares of capital stock of Texas HCPagreements listed on Schedule 2 attached hereto, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of (y) any security interestother indenture, mortgage, pledgedeed of trust, lienlease, encumbrance sublease or claim. other agreement binding upon Borrower, which breach or default, in the case of the preceding clause (viiy), would reasonably be expected to have a material adverse effect, (iii) The to our actual knowledge, result in the creation or imposition of any Lien upon any of the property of Borrower under any indenture, mortgage or other agreement binding upon Borrower, or (iv) violate any statutory Law (as defined in Section IV.I. hereof) or rule or regulation thereunder (including any applicable order or decree of any court or governmental instrumentality known to us) which, to our actual knowledge, is applicable to the execution and delivery of this Agreement the Master Note Facility or the Supplement. No consent, approval or other action of any partner of Borrower other than the Trust, as general partner, (which consent, approval or other action has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws obtained, taken or given, as applicable) is required to authorize Borrower’s issuance of, and the MGCL. This Agreement has been duly executed performance of its obligations under, the Notes, and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebyto our current actual knowledge, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, no other consent, decree approval or order of any Maryland court or governmental authority or agency other action is required to authorize Borrower’s execution, delivery and agreement to perform its obligations under the MGCL for Master Note Facility or the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, Supplement (except such as may those which have been obtained or renderedobtained, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4if any), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based upon the Representatives shall have receivedforegoing, and subject to the qualifications and exclusions and further assumptions stated below, we express the following opinions: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company Mortgage has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture Company, has been duly executed and delivered by the Company, and is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights, and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity) and has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). (v2) The issuance Notes[, when issued and paid for as contemplated in the Agency Agreement and the Mortgage, will be] [are] legal, valid and binding obligations of the Securities pursuant Company, enforceable against the Company in accordance with their terms and entitled to the Indenture, and the offer and sale benefit of the Securities pursuant security provided by the Mortgage, subject to this Agreementbankruptcy, have insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity). (3) The Agency Agreement has been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws has been duly executed and delivered by the MGCLCompany. (vi4) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) [The execution and delivery of this Terms Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company.] (viii5) Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement and the Prospectus, the Registration Statement, as of its most recent effective date, including the documents incorporated therein by reference, and the Prospectus, as of the date [hereof][of the [Prospectus][Pricing] Supplement], appeared on their face to be appropriately responsive, in all material respects, to the requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder (except for the financial statements and financial schedules and other financial or accounting data included therein or omitted therefrom and for management’s report on the Company’s internal control over financial reporting and the auditor’s report on the effectiveness of the Company’s internal control over financial reporting included therein and the Statements of Eligibility of the Trustee on Forms T-1 under the Trust Indenture Act, as to which we express no opinion); the Registration Statement has become effective under the Securities Act; and, to our knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. (6) [The issuance and sale of the Securities by the Company Notes and the compliance by the Company with all of the provisions of this the Notes, the Mortgage, the Agency Agreement and the Indenture Terms Agreement and the consummation of the transactions therein contemplated hereby and thereby, will not conflict with or result in any a breach or violation of the provisions any statute of the charter State of New York or bylaws the State of the Company. (ix) No authorizationIdaho or any order, approval, consent, decree rule or order regulation of any Maryland New York or Idaho court or governmental authority agency or agency is body having jurisdiction over the Company or any of its properties that in our experience are typically applicable to agreements similar to the Transaction Documents and transactions similar to the Transaction, it being understood that we express no opinion as to the securities or blue sky laws.] (7) All regulatory consents and approvals required under the MGCL for the consummation to be obtained by the Company of the transactions contemplated by this Agreement from any governmental body or bodies in connection with the Company’s issuance and sale of the Securities hereunder, except such as may Notes [to the Purchasers] in the manner set forth in the Agency Agreement [and the Terms Agreement] have been obtained or renderedand are in effect, as except that the case may be. In rendering its opinionorder of the Idaho Public Utilities Commission grants authority to sell the Notes only through May 31, Xxxxxxx Xxxxx LLP shall state 2022; it being understood that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such we express no opinion as to matters arising any consents or approvals required to be obtained, or other actions required to be taken, under the state securities or blue sky laws of any jurisdiction. (8) The statements set forth in the State Base Prospectus under the caption “Description of MarylandFirst Mortgage Bonds[,]”[and] in the Prospectus Supplement under the caption “Description of the Notes[,]” [and in the Pricing Supplement under the caption “[●],”] insofar as they purport to summarize certain provisions of the documents referred to therein, fairly summarize such provisions in all material respects.

Opinions. At Closing Time Based upon our review of the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to Documents and upon the Company, as assumptions set forth in Exhibit A hereto. (2) The favorable opinionSection II, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, subject to the effect exceptions and limitations set forth in Section IV, it is our opinion that: (i) The Company has been duly incorporated and A. Borrower is a validly existing as a corporation Delaware limited partnership, in good standing under in Delaware, with the laws of the State of Maryland. (ii) The Company has the corporate requisite limited partnership power and authority to own(i) issue and sell the Notes, lease and operate (ii) execute and deliver, and perform its properties obligations under the Note Purchase Agreement and the Notes. B. The execution, delivery and performance of the Note Purchase Agreement and the Notes have been duly authorized by the requisite limited partnership action of Borrower. The Note Purchase Agreement and the Notes have been duly executed and delivered by Borrower and constitute the valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. C. The Note Purchase Agreement and the Guaranty constitute the valid and binding obligation of the Trust, enforceable against the Trust in accordance with their respective terms. D. Based solely on the respective certifications regarding filing of organizational documents, status and good standing issued by the applicable officials in their respective jurisdictions of formation, each of the Subsidiaries is a validly existing limited liability company and in good standing in the state in which it is organized and in each state in which, to conduct its business as our actual knowledge, it owns real estate described in the Time Note Purchase Agreement. Each of Sale Information the Subsidiaries has the requisite limited liability company power and authority to execute and deliver, and perform its obligations under, the ProspectusGuaranty. (iii) E. The authorized capital stock execution, delivery and performance of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture Guaranty have been duly and validly authorized by all necessary corporate the requisite limited liability company action on the part by each of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”)Subsidiaries. The Indenture Guaranty has been duly executed and delivered by each of the CompanySubsidiaries, and constitutes the valid and binding obligations of each of the Subsidiaries, enforceable against each of the Subsidiaries in accordance with its terms. (v) F. The issuance execution, delivery and performance by Borrower of the Securities pursuant to the IndentureNote Purchase Agreement, and the offer issue and sale of the Securities pursuant to this AgreementNotes by Borrower, have been duly authorized by all necessary corporate action on the part as of the Company under its charter and bylaws and the MGCL. date hereof, do not (vii) Texas HCPviolate any provision of Borrower’s Organizational Documents, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority (ii) to ownour actual knowledge, lease and operate its properties and to conduct its business as described result in the Prospectus. All of breach by Borrower of, or constitute a default by Borrower under, (x) the issued and outstanding shares of capital stock of Texas HCPagreements listed on Schedule 2 attached hereto, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of (y) any security interestother indenture, mortgage, pledgedeed of trust, lienlease, encumbrance sublease or claim. other agreement binding upon Borrower, which breach or default, in the case of the preceding clause (viiy), would reasonably be expected to have a material adverse effect, (iii) The to our actual knowledge, result in the creation or imposition of any Lien upon any of the property of Borrower under any indenture, mortgage or other agreement binding upon Borrower, or (iv) violate any statutory Law (as defined in Section IV.I. hereof) or rule or regulation thereunder (including any applicable order or decree of any court or governmental instrumentality known to us) which, to our actual knowledge, is applicable to the execution and delivery of this Agreement the Note Purchase Agreement. No consent, approval or other action of any partner of Borrower other than the Trust, as general partner, (which consent, approval or other action has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws obtained, taken or given, as applicable) is required to authorize Borrower’s issuance of, and the MGCL. This Agreement has been duly executed performance of its obligations under, the Notes, and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebyto our current actual knowledge, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, no other consent, decree approval or order of any Maryland court or governmental authority or agency other action is required to authorize Borrower’s execution, delivery and agreement to perform its obligations under the MGCL for the consummation by the Company of the transactions contemplated by this Note Purchase Agreement or in connection with the sale of the Securities hereunder, (except such as may those which have been obtained or renderedobtained, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4if any), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time The following opinions are given only as to matters of Cayman Islands law and we have assumed that there is nothing under any other law that would affect or vary the Representatives shall following opinions. Specifically we have received: (1) The favorable opinions, dated as made no investigation of Closing Time, the laws of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel New York and we offer no opinion in relation thereto. Based upon the foregoing and subject to the Companyqualifications set out below and having regard to such legal considerations as we deem relevant, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as we are of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect opinion that: (i) 3.1 The Company has been duly incorporated as an exempted company with limited liability for an unlimited duration and is validly existing as a corporation in good standing under the laws of the State of Maryland. (ii) The Company has the Cayman Islands, with full corporate power and authority to own, lease own its property and operate its properties assets and to conduct carry on its business as described in the Time of Sale Information Prospectus in accordance with the Memorandum and Articles and to enter into and execute and perform its obligations under the Agreements and the ProspectusRegistration Statements. (iii) 3.2 The Company is in good standing with the Registrar of Companies in the Cayman Islands. 3.3 The Company has the authorized capital stock of the Company is as set forth in the Base Prospectus Registration Statements and the Prospectus, and all of the issued shares in the capital of the Company (including the Shares when issued and delivered in accordance with the terms of the Agreements) have been or will be duly and validly authorized and issued, as fully paid and non-assessable, conform with the laws of the Cayman Islands, following conversion are free from any restriction on voting or transfer under the caption “Description laws of Capital Stockthe Cayman Islands and the Memorandum and Articles, are not subject to any pre-emptive or similar rights under Cayman Islands law or the Memorandum and Articles, and conform to the description thereof contained in the Prospectus. When allotted, issued and paid for and registered in the register of members (shareholders), shares are considered to be legally issued and allotted, fully paid and non-assessable.” (iv) 3.4 All the outstanding issued Series A Preference Shares of the Company have been duly and validly authorized and issued as fully paid and non-assessable. 3.5 The execution and delivery of the Indenture Agreements by the Company and the performance of its obligations thereunder, the Registration Statements, the issuance and sale of the Shares and the filing of the Registration Statements and the Prospectus have been duly authorized and validly authorized approved by all necessary corporate action on the part of the Company under its charter and bylaws Company, and the Maryland General Corporation Law (execution and delivery of the “MGCL”). The Indenture has Agreements by the Company and the performance of its obligations thereunder do not violate, conflict with or result in a breach of any of the terms or provisions of the Memorandum and Articles or any law, public rule or regulation applicable to the Company in the Cayman Islands currently in force and do not violate, conflict with or result in a breach of any existing order or decree of any governmental authority or agency or any official body in the Cayman Islands. 3.6 Each of the Agreements have been duly executed and delivered for and on behalf of the Company and constitute legal, valid and binding obligations of the Company enforceable in the Cayman Islands in accordance with its terms except and in so far as such enforcement may be limited as hereinafter set forth in paragraph 4 below. 3.7 The Registration Statements have been duly executed by and on behalf of the Company. (v) The issuance 3.8 There are no restrictions on subsequent transfers of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing Shares under the laws of the State Cayman Islands. 3.9 There are no pre-emptive or other rights to subscribe for or purchase, nor any restriction upon the voting or transfer of Maryland and has any of the corporate power and authority to own, lease and operate its properties and to conduct its business as described shares in the Prospectus. All capital of the issued Company pursuant to the Memorandum and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claimArticles. (vii) 3.10 The provisions of the Underwriting Agreement and the Deposit Agreement do not conflict with any provisions of the Memorandum and Articles or any statute or any order, rule or regulation in the Cayman Islands. 3.11 No authorizations, consents, orders, permissions or approvals are required from any governmental authorities or agencies or other official bodies in the Cayman Islands and no notice to or other filing with or action by any Cayman Islands governmental authority or regulatory body is required in connection with: 3.11.1 the execution and delivery of this Agreement has been duly the Agreements; 3.11.2 the performance of any obligation under the Agreements; and 3.11.3 the payment of any amount under the Agreements; 3.11.4 the issue and validly authorized sale or transfer of any Shares and the transfer of Shares to the Depositary against the issuance by all necessary corporate action the Depositary of ADRs evidencing the ADSs; and 3.11.5 the listing of the ADSs for quotation on the part Nasdaq National Market. 3.12 It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Company Agreements that any document be filed, recorded or enrolled with any governmental department, agency or other authority in the Cayman Islands. 3.13 The statements in the Prospectus under its charter “Risk Factors”, “Dividend Policy”, “Corporate Structure”, “Management’s Discussion and bylaws Analysis of Financial Condition and Results of Operations”, “Management”, “Description of Share Capital”, “Principal Shareholders”, “Related Party Transactions”, “Capitalization”, “Taxation Cayman Islands Taxation” and “Enforceability of Civil Liabilities” and the MGCL. This Agreement has been duly executed and delivered by statements in the Company. (viii) The issuance and sale Registration Statement under Item 6, insofar as such statements constitute summaries of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebylegal matters, will not result in any violation of the provisions of the charter documents or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLPproceedings referred to therein, in rendering its opinion pursuant each case to Section 5(b)(4)the extent, and Skaddenonly to the extent, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under governed by the laws of the State of MarylandCayman Islands, fairly present the information and summarize the matters referred to therein.

Opinions. At Closing Time the Representatives (i) The Underwriters shall have received: (1) The favorable opinionsreceived from Hunton & Williams opinions of counsel, each dated as of the Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, Date xxd satisfactory in form and scope satisfactory substance to counsel for the Underwriters, as to (A) various matters relating, among other things, to the effect that: (i) The Company has been duly incorporated corporate status and is validly existing as a corporation in good standing under the laws authorization of the State Company and DFC, substantially in the form of MarylandExhibit B-1 hereto; (B) various matters relating to the lien of the trustee in the assets, substantially in the form of Exhibit B-2 hereto; and (C) the applicable federal income tax treatment of the Certificates. (ii) The Underwriters shall have received copies of any opinions of counsel furnished to the Rating Agencies (upon which the Underwriters shall be entitled to rely) with respect to the non-consolidation of the Company has with its affiliates and the corporate power and authority to own"true sale" of the Assets, lease and operate its properties and to conduct its business as described or, in the Time absence of Sale Information and such true sale, that the ProspectusTrustee has a perfected security interest in the Assets, subject to no prior liens or encumbrances. (iii) The authorized capital stock Underwriters shall have received from reputable counsel an opinion or opinions of counsel dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters, as to the income tax treatment of the Company is as set forth Securities in those states specified in the Base Prospectus under the caption “Description of Capital StockTerms Agreement.” (iv) The execution Underwriters shall have received from counsel for the Underwriters such opinion or opinions, dated the Closing Date, with respect to the issuance and delivery sale of the Indenture have been duly Certificates, the Pooling and validly authorized by all necessary corporate action on Servicing Agreement, the part of Agreement, the Registration Statement, the Final Prospectus and other related matters as the Underwriters may reasonably require, and the Company under its charter and bylaws and shall have furnished to such counsel such documents as they reasonably request for the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Companypurpose of enabling them to pass upon such matters. (v) The issuance Company shall have furnished to the Underwriters the opinions of counsel to each Seller, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriter, as to the due authorization, execution and delivery of each of the Securities pursuant to related Sales Agreements by the Indenture, related Seller and its enforceability against the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL.related Seller. MARCH 1997 UNDERWRITING AGREEMENT STANDARD PROVISIONS -13- (vi) Texas HCPThe Company shall have furnished to the Underwriters the opinions of counsel to the Trustee, Inc. has been duly incorporated dated the Closing Date and is validly existing satisfactory in form and substance to counsel for the Underwriters, as a corporation in good standing under to the laws due authorization, execution and delivery of the State of Maryland Pooling and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned Servicing Agreement by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claimTrustee. (vii) The execution Company shall have furnished to the Underwriters the opinions of counsel to any Insurer, dated the Closing Date and delivery of this Agreement has been duly satisfactory in form and validly authorized by all necessary corporate action on substance to counsel for the part Underwriters, as to the due issuance and enforceability of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered policies issued by the Companysuch Insurer. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives Representative shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital StockStock We May Offer.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and by laws and the Maryland General Corporation Law (“MGCL”) for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non assessable. The issuance of such Securities is not subject to preemptive rights under the charter or bylaws and of the Company or the MGCL. (viv) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (viivi) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viiivii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebyhereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (viii) The information in the Base Prospectus under the caption “Description of Capital Stock We May Offer—Common Stock” (excluding the fifth sentence under “Common Stock”) and the information under the caption “Certain Provisions of Maryland Law and HCP’s Charter and Bylaws,” as supplemented by the information in the Company’s Form 10-K for the year ended December 31, 2009 under the caption “Risk Factors—Risks Related to Our Organizational Structure—Certain provisions of Maryland law and our charter and bylaws could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests—Maryland Control Share Acquisition Act,” to the extent that it constitutes matters of Maryland corporate law, summaries of legal matters, documents or proceedings, or legal conclusions under Maryland corporate law, has been reviewed by us and is correct in all material respects, and the information under the caption “Description of Capital Stock We May Offer—Transfer and Ownership Restrictions Relating to our Common Stock,” to the extent that it constitutes a summary of the provisions of the Charter of the Company, has been reviewed by us and is correct in all material respects. (ix) The Specimen Stock Certificate used to evidence the Securities is in due and proper form. (x) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 a corporation validly existing as a corporation in good standing under the laws of the State of MarylandWashington law. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information Pricing Disclosure Package and the ProspectusFinal Offering Memorandum. (iii) The authorized capital stock of Company has the Company is as set forth corporate power to enter into and perform its obligations in the Base Prospectus under Purchase Agreement, the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to Registration Rights Agreement, the Indenture, the Securities and the offer and sale of Exchange Securities. The Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities pursuant to this Agreement, and the Exchange Securities have been duly authorized by all necessary corporate action on the part of the Company under its charter Company, and bylaws have been duly executed and delivered by the MGCLCompany. (viiv) Texas HCP, Inc. has been duly incorporated and Each Significant Subsidiary (as defined in Rule 405 under the Securities Act) is a corporation validly existing as a corporation in good standing under the laws of the State of Maryland and Washington law, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Pricing Disclosure Package and the Final Offering Memorandum and, based on the certificate attached hereto, is duly qualified as a foreign corporation to transact business and is in good standing in the state of Montana. (v) All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have each Significant Subsidiary has been duly authorized and validly issued, are is fully paid and non assessable nonassessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, any pending or claimthreatened claim (except as described in the Pricing Disclosure Package and the Final Offering Memorandum). (vi) All of the issued and outstanding shares of common stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned by Puget Equico, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, any pending or threatened claim (except as described in the Pricing Disclosure Package and the Final Offering Memorandum). (vii) The execution Registration Rights Agreement is a valid and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part binding obligation of the Company under enforceable against the Company in accordance with its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Companyterms. (viii) The issuance Indenture is a valid and sale binding obligation of the Securities Company enforceable against the Company in accordance with its terms. (ix) Each of the Collateral Documents has been duly authorized, executed and delivered by the Company and Puget Equico, as applicable, and constitutes a valid and binding agreement of the compliance Company and Puget Equico, as applicable, enforceable against the Company and Puget Equico, as applicable, in accordance with its terms. (x) The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to the Purchase Agreement, have been duly executed by the Company and, when issued and authenticated in the manner provided for in the Indenture (assuming the due authorization, execution and delivery thereof by the Trustee) and delivered by the Company against payment of the consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture. (xi) The Exchange Securities have been duly and validly authorized for issuance by the Company, and, when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture. (xii) The descriptions of the Securities, the Indenture, the Exchange Securities, the Registration Rights Agreement and the Collateral Documents in the Pricing Disclosure Package and the Final Offering Memorandum under “Description of Notes,” or any caption purporting to cover such matters, and, to our knowledge, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s Form 10-Q for the quarter ended March 31, 2020 under “Regulation and Rates” and “Legal Proceedings” and similar captions, and in each case insofar as the statements purport to describe the provisions of this documents and laws referred to therein, are accurate in all material respects; and the statements in the Pricing Disclosure Package and the Final Offering Memorandum under the captions “Description of Certain Indebtedness,” “Description of Notes,” “Material United States Federal Income Tax Considerations,” “ERISA Considerations” and “Notice to Investors; Transfer Restrictions” insofar as such statements purport to describe the provisions of documents and laws referred to therein, are accurate in all material respects. (xiii) The documents incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum (other than the financial statements and financial schedules therein, as to which no opinion need be rendered), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (xiv) No consent, approval, authorization or other action by, or filing with, any governmental authority is required in connection with the execution and delivery by the Company of the Purchase Agreement, the Registration Rights Agreement, the Indenture or each of the Collateral Documents, or the issuance of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Final Offering Memorandum, except (a) under the Securities Act and the Securities Act regulations, or as may be required under the securities or blue sky laws of the various states with respect to obligations of the Company under the Registration Rights Agreement and (b) qualification of the Indenture under the Trust Indenture Act, as to which we express the opinion in paragraph (xvii) below. (xv) The Company’s execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, the Indenture and each of the Collateral Documents and the consummation of the transactions contemplated hereby in the Purchase Agreement and therebythe Registration Rights Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum do not: (a) violate statutory laws that counsel exercising customary professional judgment would in our experience reasonably recognize as typically applicable to agreements similar to the Purchase Agreement, will not the Registration Rights Agreement, the Indenture and the Collateral Documents; (b) violate the Company’s articles of incorporation or bylaws; or (c) breach or result in any violation a Default (as defined in Section 1(t) of the provisions Purchase Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the charter Company or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion subsidiary pursuant to Section 5(b)(4any Material Agreement (except for such conflicts, breaches, Defaults or liens, charges or encumbrances that would not have a Material Adverse Change), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based upon the Representatives shall have receivedforegoing, and subject to the qualifications and exclusions stated below, we express the following opinions: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) B-1 The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Maryland. (ii) The Company has Idaho, with the requisite corporate power and authority to own, own or lease and operate its properties and to conduct its business in all material respects as described in the Time of Sale Information Registration Statement and the Prospectus. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect. (iii) The B-2 Idaho Power Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Idaho. B-3 All of the outstanding shares of Common Stock of the Company as of the end of the Company's most recently completed fiscal quarter prior to the date hereof have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of Common Stock of the Company were issued in violation of any preemptive or other similar rights of any security holder of the Company pursuant to the Company's Articles of Incorporation, as amended, the Amended Bylaws of the Company or applicable law; all of the outstanding shares of capital stock of the Idaho Power Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly authorized and validly authorized by all necessary corporate action on the part of the Company under its charter issued and bylaws are fully paid and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Companynon-assessable. (v) B-4 The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, Shares have been duly authorized by all necessary corporate action on the part of the Company under its charter and, when issued and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing delivered against payment therefor as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described provided in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCPSales Agency Agreement, Inc. have been duly authorized and will be validly issued, are fully paid and non assessable nonassessable, and are owned by will not be subject to any preemptive or similar rights pursuant to the Company's Articles of Incorporation, directly as amended, the Amended Bylaws of the Company or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claimapplicable law. (vii) B-5 The Shares conform in all material respects to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” B-6 The Company has duly authorized, executed and delivered the Sales Agency Agreement. B-7 The execution and delivery by the Company of, and the performance by the Company of this its obligations under, the Sales Agency Agreement has been duly and validly authorized by all necessary corporate action on will not (a) conflict with or result in a breach or violation of any of the part terms or provisions of, or constitute a default under, or result in the imposition of a lien or security interest upon any property or assets used in the conduct of the business of the Company under its charter and bylaws and or Idaho Power Company, pursuant to any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to the MGCL. This Agreement has been duly executed and delivered Registration Statement or to any documents incorporated by the Company. reference therein (viiia "Material Contract"), (b) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter Articles of Incorporation, as amended, or bylaws the Amended Bylaws of the CompanyCompany or the Articles of Incorporation, as amended, or the Amended Bylaws of Idaho Power Company or (c) result in any violation of any of the laws we examined in rendering the opinions expressed herein and that in our experience are typically applicable to agreements similar to the Sales Agency Agreement and transactions similar to the Transaction, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or Idaho Power Company of which we are aware, except in each case for conflicts, breaches, violations, defaults, liens or security interests which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (ix) B-8 No authorizationconsent, approval, consentauthorization, decree order, registration or order qualification of or with any Maryland court or governmental authority agency or agency body is required under the MGCL for the consummation performance by the Company of its obligations under the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunderSales Agency Agreement, except such as may have been obtained under the Securities Act and such as may be required under state securities or renderedblue sky laws, as the case may be. In rendering its to which we express no opinion, Xxxxxxx Xxxxx LLP shall state that and except in any case where the failure to obtain such consent, approval, authorization, order, registration or qualification would not reasonably be expected to have a Material Adverse Effect. X-0 The Company is not, and immediately after giving effect to the offering and sale of the Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. B-10 Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement and the Prospectus, as of the Effective Date, the Registration Statement, and, as of the date of the Prospectus Supplement, the Prospectus (except for the financial statements and other financial or accounting data included therein or omitted therefrom and for management's report on the Company's internal control over financial reporting and the auditor's report on the effectiveness of the Company's internal control over financial reporting included therein, as to which we express no opinion), appeared on their face to comply as to form in all material respects with the applicable requirements of the Securities Act and the applicable instructions, rules and regulations of the Commission thereunder. B-11 Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Prospectus, each of Sidley Austin LLP, in rendering its opinion document filed pursuant to Section 5(b)(4the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Skaddenincorporated by reference in the Prospectus, Arpsas amended or supplemented as of the date of the Prospectus Supplement (except for the financial statements and other financial or accounting data included therein or omitted therefrom and for management's report on the Company's internal control over financial reporting and the auditor's report on the effectiveness of the Company's internal control over financial reporting included therein, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant as to Section 5(b)(1which we express no opinion), may rely upon such opinion as of its filing date, appeared on its face to comply as to matters arising under form in all material respects with the laws applicable requirements of the State Exchange Act and the applicable instructions, rules and regulations of Marylandthe Commission thereunder.

Opinions. At Closing Time Based upon the Representatives shall have receivedforegoing, and subject to the qualifications and exclusions and further assumptions stated below, we express the following opinions: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company Mortgage has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture Company, has been duly executed and delivered by the Company, and is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights, and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity) and has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). (v2) The issuance Notes[, when issued and paid for as contemplated in the Agency Agreement and the Mortgage, will be] [are] legal, valid and binding obligations of the Securities pursuant Company, enforceable against the Company in accordance with their terms and entitled to the Indenture, and the offer and sale benefit of the Securities pursuant security provided by the Mortgage, subject to this Agreementbankruptcy, have insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity). (3) The Agency Agreement has been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws has been duly executed and delivered by the MGCLCompany. (vi4) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) [The execution and delivery of this Terms Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company.] (viii5) Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement and the Prospectus, the Registration Statement, as of its most recent effective date, including the documents incorporated therein by reference, and the Prospectus, as of the date [hereof][of the [Prospectus][Pricing] Supplement], appeared on their face to be appropriately responsive, in all material respects, to the requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder (except for the financial statements and financial schedules and other financial or accounting data included therein or omitted therefrom and for management’s report on the Company’s internal control over financial reporting and the auditor’s report on the effectiveness of the Company’s internal control over financial reporting included therein and the Statements of Eligibility of the Trustee on Forms T-1 under the Trust Indenture Act, as to which we express no opinion); the Registration Statement has become effective under the Securities Act; and, to our knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. (6) [The issuance and sale of the Securities by the Company Notes and the compliance by the Company with all of the provisions of this the Notes, the Mortgage, the Agency Agreement and the Indenture Terms Agreement and the consummation of the transactions therein contemplated hereby and thereby, will not conflict with or result in any a breach or violation of the provisions any statute of the charter State of New York or bylaws the State of the Company. (ix) No authorizationIdaho or any order, approval, consent, decree rule or order regulation of any Maryland New York or Idaho court or governmental authority agency or agency is body having jurisdiction over the Company or any of its properties that in our experience are typically applicable to agreements similar to the Transaction Documents and transactions similar to the Transaction, it being understood that we express no opinion as to the securities or blue sky laws.] (7) All regulatory consents and approvals required under the MGCL for the consummation to be obtained by the Company of the transactions contemplated by this Agreement from any governmental body or bodies in connection with the Company’s issuance and sale of the Securities hereunder, except such as may Notes [to the Purchasers] in the manner set forth in the Agency Agreement [and the Terms Agreement] have been obtained or renderedand are in effect, as except that the case may be. In rendering its opinionorder of the Idaho Public Utilities Commission grants authority to sell the Notes only through May 31, Xxxxxxx Xxxxx LLP shall state 2019; it being understood that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such we express no opinion as to matters arising any consents or approvals required to be obtained, or other actions required to be taken, under the state securities or blue sky laws of any jurisdiction. (8) The statements set forth in the State Base Prospectus under the caption “Description of MarylandFirst Mortgage Bonds[,]”[and] in the Prospectus Supplement under the caption “Description of the Notes[,]” [and in the Pricing Supplement under the caption “[l],”] insofar as they purport to summarize certain provisions of the documents referred to therein, fairly summarize such provisions in all material respects.

Opinions. At Closing Time Based and relying upon, and subject to, the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel foregoing and subject to the Companyqualifications and limitations set out below, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as we are of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect opinion that: (i) The Company 4.1 Each of the Companies has been duly incorporated amalgamated and is validly existing as a valid and subsisting corporation under the Business Corporations Act (British Columbia), and, according to the records of the Registrar of Companies for British Columbia, is in good standing with respect to the filing of annual reports under the laws of the State of Maryland.Business Corporations Act (British Columbia); (ii) The Company 4.2 New Gold has the corporate power and authority capacity to own(i) borrow money, lease and operate (ii) execute and deliver the Documents to which it is a party and observe and perform its properties obligations thereunder; 4.3 Peak has the corporate power and capacity to (i) guarantee the indebtedness of New Gold and (ii) execute and deliver the Documents to which it is a party and to conduct observe and perform its business as described in the Time of Sale Information and the Prospectus.obligations thereunder; (iii) The authorized capital stock 4.4 Each of the Company is as set forth in Companies has taken all necessary corporate action to authorize the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture Documents to which it is a party and the performance of its obligations thereunder; 4.5 The Documents to which New Gold is a party have been duly executed and validly authorized delivered by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). New Gold; 4.6 The Indenture has Documents to which Peak is a party have been duly executed and delivered by the Company.Peak; (v) 4.7 The issuance execution and delivery by each of the Securities pursuant Companies of the Documents to the Indenturewhich it is a party does not, and the offer and sale performance by each of the Securities pursuant Companies of its obligations thereunder does not and will not contravene or result in a breach of or constitute a default under its Constating Documents, or contravene any laws, or regulations of the Province of British Columbia or the laws of Canada applicable therein binding on or applicable to the Companies. [Subject to Xxxxxx receipt and review of the existing indentures. ] The execution and delivery by New Gold and each of the Guarantors of the Documents to which it is a party does not, and the performance by each of the Companies of its obligations thereunder does not and will not contravene or result in a breach of or constitute a default under any of the following: (a) amended and restated note indenture between “New Gold Inc.” (a predecessor corporation to New Gold) and Computershare Trust Company of Canada, dated April 17, 2008; (b) debenture indenture (5% convertible debentures) between “New Gold Inc.” (a predecessor corporation to New Gold) and Computershare Trust Company of Canada, dated June 28, 2007; (c) warrant indenture between “New Gold Inc.” (a predecessor corporation to New Gold) and Computershare Trust Company of Canada, dated June 28, 2007; and (d) warrant indenture between “New Gold Inc.” (a predecessor corporation to New Gold) and Computershare Trust Company of Canada, dated February 28, 2006. 4.8 Assuming the choice of the State of New York (the “Governing Law Jurisdiction”) law (the “Governing Law”) is legally binding and enforceable under the Governing Law, the choice of the Governing Law to govern the Documents to which a Company is a party will be recognized and applied by a British Columbia court of competent jurisdiction (a “BC Court”) in any proceedings that are heard in a BC Court to enforce any one or more of the Documents, provided that: (a) the choice of the Governing Law is bona fide and legal; (b) the choice of the Governing Law is not contrary to public policy (“Public Policy”) under the laws of British Columbia and the laws of Canada applicable in British Columbia (“BC Law”), and in any such proceedings a BC Court will apply the Governing Law to all issues which under BC Law are to be determined in accordance with the chosen law of a contract, if the Governing Law is specifically pleaded and proved in a BC Court, except that: (c) the BC Court may decline to give effect to any Governing Law to the extent that to do so would be contrary to Public Policy; (d) the BC Court will not apply Governing Law which it characterizes as revenue, expropriatory, penal or similar laws; (e) the BC Court will not enforce the performance of any obligation provided for in any of the Documents if such performance is illegal under the laws of any jurisdiction in which such obligation is to be performed; (f) will apply provisions of BC Law that have overriding effect or apply notwithstanding the Governing Law; and (g) on matters governing procedure before the BC Court, BC Law will be applied. We have no reason to believe that the choice of the Governing Law in this Agreementcontext is contrary to Public Policy. 4.9 Assuming that the provisions of the Documents to which a Company is a party (the “Submission Clause”) whereby such Company has submitted to the jurisdiction of the courts (the “Foreign Court”) of competent jurisdiction in the State of New York (the “Foreign Jurisdiction”) are legally binding and enforceable under the Governing Law, have the Submission Clause will be recognized and given effect by a BC Court as an effective submission by such Company to the jurisdiction of the Foreign Court in any action in a BC Court with respect to the enforcement of such Documents; 4.10 A final and conclusive judgment in personam in an action with respect to the enforcement of any of the Documents to which a Company is a party for a sum certain granted by a Foreign Court that is subsisting and unsatisfied and has not been duly authorized stayed is enforceable without reconsideration of its merits in a BC Court by all necessary corporate an action on such judgment for the part of the Company amount due under its charter and bylaws and the MGCL.such judgment: (via) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing if the Foreign Court acted within its jurisdiction under the laws of the State Foreign Jurisdiction (“Foreign Law”); (b) if the judgment is not impeachable as void or voidable or otherwise ineffective under the Foreign Law; (c) if the judgment was not obtained in any manner contrary to the rules of Maryland and has natural justice; (d) if the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All enforcement of the issued and outstanding shares judgment would not be inconsistent with Public Policy; (e) if the enforcement of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Companysuch judgment in British Columbia does not constitute, directly or through subsidiariesindirectly against such Company, free and clear the enforcement of any security interestlaws characterized by a BC Court as being a revenue, mortgageexpropriatory, pledge, lien, encumbrance penal or claim.similar law; (viif) The unless the judgment was obtained by fraud; (g) if: (i) the BC Court has territorial competence under the Court Jurisdiction and Proceedings Transfer Act (British Columbia) and does not decline to exercise its territorial competence on the ground that a court of another state is a more appropriate forum in which to hear the action; or (ii) the BC Court exercises its discretion under the Court Jurisdiction and Proceedings Transfer Act (British Columbia) to hear the action despite lacking territorial competence; (h) if the action to enforce such judgment is commenced and maintained in accordance with the procedural requirements of BC Law; (i) if the action to enforce the judgment is commenced against such Company within the applicable limitation periods under BC Law; (j) if no order affecting the judgment has been made by the Attorney General of Canada under the Foreign Extra-Territorial Measures Act (Canada); (k) if no order has been made by the Competition Tribunal under the Competition Act (Canada) relating to the enforcement of the judgment as a result of the finding of the Competition Tribunal of an adverse effect, restraint or injury to competition in Canada or the domestic or foreign trade and commerce of Canada; (l) unless the judgment was obtained by default and there is a manifest error on the face of the judgment; and (m) unless: (i) there is no real and substantial connection between the Foreign Jurisdiction and the facts of the proceeding in which the judgment was pronounced; and (ii) the judgment debtor did not voluntarily submit to the jurisdiction of the Foreign Court (however, submission by the Companies by way of agreement or attornment in the Documents to the jurisdiction of the Foreign Court is sufficient for this purpose if the same is sufficient under the Foreign Law); provided that a BC Court may stay the action because an appeal is pending or the time for appeal has not expired; 4.11 No authorization, consent or approval of, or filing, registration notice or recording with, any governmental authority having legal jurisdiction in the Province of British Columbia is required in connection with the execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part each of the Companies of each of the Documents to which it is a party or the performance of its obligations thereunder, except as have previously been made or obtained and except that New Gold is required to file with the BCSC within 10 days from the date of the issue and sale of the Notes a report prepared and executed in accordance with Form 45-106F6 prescribed under NI 45-106 (“Form 45-106F6”), together with the prescribed filing fee in respect of such Notes and a completed fee checklist on Form 11-901F; [Subject to Xxxxxx review of Documents to ensure no Company is creating any security interests under its charter BC PPSA]. 4.12 The issue and bylaws sale of the Notes to the Initial Purchasers, and the MGCL. This Agreement has been duly executed offering and delivered sale of the Notes by the Company. (viii) The Initial Purchasers to the BC Purchasers in accordance with the terms of the Purchase Agreement, are exempt from the prospectus requirements of the Securities Laws and no filing, proceeding, approval, consent or authorization of any regulatory authority is required to be made, taken or obtained pursuant to the Securities Laws to permit the issuance and sale of the Securities by Notes to the Company Initial Purchasers or the offering and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunderNotes by the Initial Purchasers to the BC Purchasers, except such as may have been obtained or rendered, as that New Gold is required to file with the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under BCSC within 10 days from the laws date of the State issue and sale of Marylandthe Notes a report prepared and executed in accordance with Form 45-106F6, together with the prescribed filing fee in respect of such Notes and a completed fee checklist on Form 11-901F; and 4.13 New Gold is a “reporting issuer” (as such term is defined in the BC Act) in the Province of British Columbia and is not included in a list of defaulting issuers maintained by the BCSC.

Opinions. At Closing Time the Representatives The Company shall have received: (1) The favorable opinions, dated as delivered to the Purchasers an opinion of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, satisfactory in form and scope satisfactory substance to counsel for the UnderwritersPurchasers, to the effect that: that (i) The the Company has been duly incorporated and incorporated, is validly existing as a corporation and in good standing under in the laws jurisdiction of its incorporation, and, except as may be qualified therein in terms reasonably acceptable to the State of Maryland. (ii) The Company Purchasers, has the full corporate power and authority to own, lease and operate its properties and to conduct its business as described presently conducted, (ii) the Company's authorized capital consists of 50,000,000 shares of Common Stock, of which, as of the Closing Date, a stated number of shares are issued and outstanding (subject to adjustment to reflect the exercise of outstanding options or warrants in the Time ordinary course of Sale Information business), and that the Prospectus. Shares, when paid for and issued, will be validly issued, fully paid and non-assessable, and that, except as theretofore disclosed to Purchasers in the Disclosure Schedules, there are no authorized nor outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or acquire common stock, nor any obligation by the Company to issue such rights, (iii) The authorized capital stock the execution, delivery, and performance of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have Transaction Documents has been duly and validly authorized by all necessary corporate action on action, (iv) the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has Transaction Documents have been duly executed and delivered by the Company and constitute valid and legally binding obligations of the Company. , enforceable in accordance with their terms, subject to customary qualifications, (v) The issuance the execution, delivery, and performance of the Securities pursuant Transaction Documents do not violate any applicable law, rule, or regulation binding on the Company, nor any determination, award, writ, decree, injunction, judgment or order of which counsel has knowledge after due inquiry, nor any indenture, lease, agreement, or other instrument to which the IndentureCompany is a party of which counsel has knowledge after due inquiry, and nor the offer and sale Articles of Incorporation or Bylaws of the Securities pursuant to this AgreementCompany, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. except as has been duly incorporated and obtained, no consent, approval, authorization or filing with federal, state or local governmental authorities is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities required by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation execution, delivery, and performance by the Company of the transactions contemplated by this Agreement Transaction Documents, and (vi) there is no action, proceeding, or investigation pending in connection with the sale federal or state courts of the Securities hereunderUtah, nor, except such as may have been obtained disclosed in the Disclosure Schedules, any action, proceeding, or rendered, as investigation pending or overtly threatened against the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each Company of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Marylandwhich counsel has knowledge after due inquiry.

Opinions. At Closing Time the Representatives you shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwritersyour counsel, 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and by laws and the Maryland General Corporation Law (“MGCL”) for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non assessable. The issuance of such Securities is not subject to preemptive rights under the charter or bylaws and of the Company or the MGCL. (viv) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (viivi) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (vii) The information in the Base Prospectus under the caption “Description of Capital Stock—Common Stock” (excluding the fifth sentence under “Common Stock”) and the information under the caption “Certain Provisions of Maryland Law and HCP’s Charter and Bylaws,” as supplemented by the information in the Company’s Annual Report on Form 10-K filed with the Commission on February 14, 2012 under the caption “Risk Factors—Risks Related to our Legal Organizational Structure—We are subject to certain provisions of Maryland law and our charter relating to business combinations” to the extent that it constitutes matters of Maryland corporate law, summaries of legal matters, documents or proceedings, or legal conclusions under Maryland corporate law, has been reviewed by us and is correct in all material respects, and the information under the caption “Description of Capital Stock—Transfer and Ownership Restrictions Relating to our Common Stock,” to the extent that it constitutes a summary of the provisions of the charter of the Company, has been reviewed by us and is correct in all material respects. (viii) The specimen stock certificate used to evidence the Securities is in due and proper form. (ix) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebyhereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ixx) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinionsopinions and negative assurance letter, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, special corporate and tax counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCPThe execution, Inc. has been duly incorporated delivery and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery performance of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viiivii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ixviii) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(45(b)(3), and Skadden, Arps, Slate, Xxxxxx & Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland. (3) The favorable opinion, dated as of Closing Time, of Sidley Austin LLP, counsel to the Underwriters, with respect to such matters as the Representatives may reasonably request. In rendering such opinion, Sidley Austin LLP may rely upon the opinion of Xxxxxxx Xxxxx LLP, rendered pursuant to Section 5(b)(2), as to matters arising under the laws of the State of Maryland. (4) In giving its opinion required by subsection (b)(3) of this Section, Xxxxxx Xxxxxx LLP shall additionally state that no facts have come to its attention that have caused it to believe that the Registration Statement, at the time of its effective date and at the date of the Prospectus Supplement, 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, that the Time of Sale Information, at the Time of Sale, 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, as of the date of the Prospectus Supplement or at Closing Time, included or includes 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 the light of the circumstances under which they were made, not misleading; it being understood that such counsel shall express no belief with respect to (i) the financial statements, schedules and other financial data included or incorporated by reference in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus or (ii) any Form T-1. In giving their opinions, Xxxxxx & Xxxxxxx LLP, Xxxxxxx Xxxxx LLP and Xxxxxx Xxxxxx LLP may rely, to the extent recited therein, (A) as to all matters of fact, upon certificates and written statements of officers of the Company, and (B) as to the qualification and good standing of the Company and each Significant Subsidiary to do business in any state or jurisdiction, upon certificates of appropriate government officials.

Opinions. At Closing Time Based upon the Representatives shall have receivedforegoing, and subject to the qualifications and exclusions and further assumptions stated below, we express the following opinions: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company Mortgage has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture Company, has been duly executed and delivered by the Company, and is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees' and other creditors' rights, and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity) and has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). (v2) The issuance Notes[, when issued and paid for as contemplated in the Agency Agreement and the Mortgage, will be] [are] legal, valid and binding obligations of the Securities pursuant Company, enforceable against the Company in accordance with their terms and entitled to the Indenture, and the offer and sale benefit of the Securities pursuant security provided by the Mortgage, subject to this Agreementbankruptcy, have insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees' and other creditors' rights and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity). (3) The Agency Agreement has been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws has been duly executed and delivered by the MGCLCompany. (vi4) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) [The execution and delivery of this Terms Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company.] (viii5) Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement and the Prospectus, the Registration Statement, as of its most recent effective date, including the documents incorporated therein by reference, and the Prospectus, as of the date [hereof][of the [Prospectus][Pricing] Supplement], appeared on their face to be appropriately responsive, in all material respects, to the requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder (except for the financial statements and financial schedules and other financial or accounting data included therein or omitted therefrom and for management's report on the Company's internal control over financial reporting and the auditor's report on the effectiveness of the Company's internal control over financial reporting included therein and the Statement of Eligibility of the Trustees on Forms T-1 and T-2 under the Trust Indenture Act, as to which we express no opinion); the Registration Statement has become effective under the Securities Act; and, to our knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. (6) [The issuance and sale of the Securities by the Company Notes and the compliance by the Company with all of the provisions of this the Notes, the Mortgage, the Agency Agreement and the Indenture Terms Agreement and the consummation of the transactions therein contemplated hereby and thereby, will not conflict with or result in any a breach or violation of the provisions any statute of the charter State of New York or bylaws the State of the Company. (ix) No authorizationIdaho or any order, approval, consent, decree rule or order regulation of any Maryland New York or Idaho court or governmental authority agency or agency is body having jurisdiction over the Company or any of its properties that in our experience are typically applicable to agreements similar to the Transaction Documents and transactions similar to the Transaction, it being understood that we express no opinion as to the securities or blue sky laws.] (7) All regulatory consents and approvals required under the MGCL for the consummation to be obtained by the Company of the transactions contemplated by this Agreement from any governmental body or bodies in connection with the Company's issuance and sale of the Securities hereunder, except such as may Notes [to the Purchasers] in the manner set forth in the Agency Agreement [and the Terms Agreement] have been obtained or renderedand are in effect[, as except that the case may be. In rendering its opinionorder of the Idaho Public Utilities Commission grants authority to sell the Notes only through April 9, Xxxxxxx Xxxxx LLP shall state 2015]; it being understood that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such we express no opinion as to matters arising any consents or approvals required to be obtained, or other actions required to be taken, under the state securities or blue sky laws of any jurisdiction. (8) The statements set forth in the State Base Prospectus under the caption “Description of MarylandFirst Mortgage Bonds[,]”[and] in the Prospectus Supplement under the caption “Description of the Notes[,]” [and in the Pricing Supplement under the caption “[l],”] insofar as they purport to summarize certain provisions of the documents referred to therein, fairly summarize such provisions in all material respects.

Opinions. At Closing Time On the Representatives shall have receivedbasis of the foregoing, and having regard to such legal considerations as we deem relevant, we are of the opinion that: 1. The Underwriting Agreement has been duly authorized by the Issuer and duly executed and delivered by each of the Issuer and the Company insofar as New York law is concerned. 2. The Securities have been duly authorized, executed and delivered by the Issuer. 3. The Guarantees have been duly executed and delivered by the Company in so far as New York law is concerned. 4. The Indenture has been duly authorized by the Issuer and duly executed and delivered by each of the Issuer and the Company insofar as New York law is concerned. 5. The Indenture has been duly qualified under the Trust Indenture Act. 6. The Indenture constitutes a valid and binding obligation of the Issuer and the Company enforceable against the Issuer and the Company in accordance with its terms. 7. When the Securities and the Guarantees are authenticated in accordance with the provisions of the Indenture and delivered and paid for pursuant to the Underwriting Agreement, the Securities and the Guarantees will constitute valid and legally binding obligations of the Issuer and the Company, respectively, enforceable in accordance with their terms and entitled to the benefits of the Indenture insofar as New York law is concerned. 8. The execution and delivery by the Issuer and the Company of the Underwriting Agreement and the performance by the Issuer and the Company of their respective obligations thereunder and the consummation of the transactions contemplated thereby do not and will not result in any violation of any Applicable Laws (1other than the federal securities laws of the United States as to which we express no opinion) The favorable opinionsor any agreement or other instrument that is listed as an exhibit to the Registration Statement as in effect on the date hereof and that is governed by the laws of the State of New York and is binding upon the Issuer or the Company or any of their subsidiaries. 9. No authorization, dated as approval or consent of, and no filing or registration with, any governmental or regulatory authority or agency of Closing Timethe United States or of the State of New York is required under Applicable Laws on the part of the Issuer or the Company for the execution, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to delivery or performance by the Issuer or the Company, as set forth in Exhibit A heretoapplicable, of the Underwriting Agreement, the Indenture, the Guarantees or the Securities other than those required under the Securities Act, Exchange Act or the Trust Indenture Act, or the rules and regulations thereunder, which have been obtained or effected (or as may be required under the securities or blue sky laws of the various states of the United States, as to which we express no opinion). (2) The favorable opinion10. Neither the Issuer nor the Company are, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, after giving effect to the effect that:offering and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Prospectus will not be, required to register as an "investment company" as such term is defined in the U.S. Investment Company Act of 1940, as amended. (i) The Company has been duly incorporated and is validly existing as a corporation in good standing 11. Assuming the validity of such actions under the laws of the Netherlands, under the laws of the State of Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information New York and the Prospectus. applicable federal laws of the United States relating to submission to jurisdiction, pursuant to section 15 of the Underwriting Agreement and section 114 of the Indenture, the Company (a) has validly and irrevocably submitted to the non-exclusive personal jurisdiction of any federal or state court in The City of New York, State of New York, in any action arising out of or relating to the Underwriting Agreement and the Indenture or the transactions contemplated thereby, (b) has validly and effectively waived, to the extent it may effectively do so, any objection to the venue of a proceeding in any such court and (iii) The has validly appointed CT Corporation as its initial authorized capital stock agent for the purpose described in section 15 of the Company is as Underwriting Agreement; and service of process effected on such agent in the manner set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing Underwriting Agreement will be effective under the laws of the State of Maryland and has New York to confer valid personal jurisdiction over the corporate power and authority to own, lease and operate its properties and to conduct its business as described Company for such purposes. 12. The discussions set forth in the Prospectus. All of preliminary prospectus supplement specifically relating to the issued Securities and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the Guarantees which forms a part of the Company Time of Sale Prospectus under its charter "Taxation in the United States", to the extent that they constitute matters of law or legal conclusions with respect thereto currently applicable to U.S. holders and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Companynon-U.S. holders described therein, are fair summaries of such matters in all material respects. 13. The statements relating to legal matters set forth in (viiii) The issuance and sale the Prospectus Supplement under "Description of the Securities by Notes" and (ii) the Company and the compliance by the Company with the provisions Basic Prospectus under "Description of this Agreement and the Indenture and the consummation Debt Securities," in each case, are fair summaries of the transactions contemplated hereby and thereby, will not result such legal matters in any violation of the provisions of the charter or bylaws of the Companyall material respects. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based upon the Representatives shall have received: (1) The favorable opinionsforegoing and in reliance thereon, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel and subject to the Company, as limitations and qualifications set forth in Exhibit A hereto. (2) The favorable opinionbelow, dated as we are of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect opinion that: (i) 1. The Company has been and each Subsidiary is an entity duly incorporated and is organized, validly existing as a corporation and in good standing under the laws of the State jurisdiction of Maryland. (ii) The Company its incorporation or formation, as applicable, and each has the corporate requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as presently proposed to be conducted (all as described in the Time of Sale Information Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2010). The Company and each Subsidiary is duly qualified as a foreign entity to do business and is in good standing in each jurisdiction in which such qualification is necessary to conduct its business. 2. The Company has the requisite corporate power and corporate authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party and to issue the Preferred Shares, the Conversion Shares, the Warrants and the Prospectus. (iii) The authorized capital stock of Warrant Shares in accordance with the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) terms thereof. The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned Transaction Documents by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by this all necessary action and no further consent or authorization of the Company, its or their respective boards of directors, stockholders or any federal, state or foreign governmental body, regulatory agency, self-regulatory agency, stock exchange or market or any court or third party is required. The Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms. 3. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) does not and will not (a) conflict with or result in a violation of (i) the Company’s Articles of Incorporation or Bylaws, (ii) to our knowledge, any other agreement, note, lease, mortgage, deed or other instrument to which the Company is a party or by which the Company or any Subsidiary is bound or affected that has been filed as an exhibit to the SEC Reports or which is otherwise material to the Company or any Subsidiary or (iii) to our knowledge any law, rule or regulation applicable to the Company (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of the Trading Market), or (b) result in the creation or imposition of any lien, claim or encumbrance on any of the assets or properties of the Company or any Subsidiary, other than pursuant to the Security Agreement. 4. Assuming the accuracy of the representation and warranties made by each of Investors in Section 2 of the Purchase Agreement, the issuance and sale of the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares in accordance with the Transaction Documents will be exempt from the registration requirements under the Securities Act of 1933, as amended. When so issued, the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares will be duly authorized and validly issued, fully paid and nonassessable, and free of any and all liens and charges and preemptive or similar rights contained in the Company’s Articles of Incorporation or Bylaws or any agreement, note, lease, mortgage, deed or other instrument to which the Company is a party or by which the Company is bound that has been filed as an exhibit to the SEC Reports. The Conversion Shares have been duly and validly authorized and reserved for issuance by all proper corporate action, and the Warrant Shares have been duly and validly authorized and reserved for issuance by all proper corporate action. None of the Conversion Shares or the Warrant Shares are subject to preemptive rights pursuant to the Articles of Incorporation or the Bylaws or under the Nevada Business Corporation Act or any SEC Reports. 5. No approval, consent, order or authorization of, filing with, notice to or registration with, any court, federal, state or foreign governmental body, regulatory agency, self-regulatory organization or stock exchange or market, the shareholders of the Company or any Subsidiary, or, to our knowledge, any third party, is required to be obtained by the Company or any Subsidiary (i) to enter into and perform its obligations under the Transaction Documents to which it is a party, (ii) for the issuance and sale of the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares as contemplated by the Transaction Documents (except for, in the case of clause (ii), the listing of the Conversion Shares and the Warrant Shares on the Trading Market and the filing of the Registration Statement with the SEC), or (iii) for the exercise of any rights and remedies under any Transaction Document. 6. The Company is not an “investment company” or any entity controlled by an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended. 7. The Security Agreement creates a separate and valid security interest in the Collateral (as defined in the Security Agreement) in favor of each Secured Party (as defined in the Security Agreement), each of which security interests will be duly perfected upon the filing of the applicable Financing Statement, naming the applicable Secured Party as secured party. 8. No recording taxes, documentary taxes, stamp taxes, intangibles taxes, mortgage taxes or other fees, charges or taxes are required to be paid in connection with the sale any of the Securities hereunderSecurity Documents (as defined in the Security Agreement) or the execution, delivery, filing or recording thereof, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), for nominal filing and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Marylandrecording fees.

Opinions. At Closing Time the Representatives Representatives, the Forward Purchaser and the Forward Seller shall have received: (1) The favorable opinionsopinions and negative assurance letter, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Bxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, the Forward Purchaser and the Forward Seller, 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture Any Top-Up Shares have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed ) for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the CompanyCompany pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable. The issuance of any Top-Up Shares is not subject to preemptive rights under the charter or bylaws of the Company or the MGCL. (v) The issuance 25,875,000 shares of the Securities pursuant Common Stock (subject to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, reduction for any Top-Up Shares) have been duly authorized by all necessary corporate action on the part of the Company and reserved for issuance under its the Forward Sale Agreement, and, when issued, sold and delivered by the Company to the Forward Purchaser in accordance with the terms of the Forward Sale Agreement and the resolutions of the Company’s Board of Directors or a duly authorized committee thereof authorizing such issuance and reservation against payment of the consideration required to be paid by the Forward Purchaser pursuant thereto, the shares of Common Stock issuable pursuant to the Forward Sale Agreement will be validly issued and fully paid and non-assessable. The issuance, sale and delivery of such shares of Common Stock is not, and will not be, subject to preemptive rights under the charter and or bylaws and of the Company or the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution execution, delivery and delivery performance of this Agreement has and the Forward Sale Agreement by the Company have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has and the Forward Sale Agreement have been duly executed and delivered by the Company. (viii) The information in the Base Prospectus under the caption “Description of Capital Stock—Common Stock” (excluding the fifth sentence under “Common Stock”) and the information under the caption “Certain Provisions of Maryland Law and HCP’s Charter and Bylaws,” and the information in the Form 10-K for the year ended December 31, 2018 under the caption “Risk Factors—Risks Related to Other Events—We are subject to certain provisions of Maryland law and our charter relating to business combinations which may prevent a transaction that may otherwise be in the interest of our stockholders,” to the extent that it constitutes matters of Maryland corporate law, summaries of legal matters, documents or proceedings, or legal conclusions under Maryland corporate law, has been reviewed by us and is correct in all material respects, and the information under the caption “Description of Capital Stock—Transfer and Ownership Restrictions Relating to Our Common Stock,” to the extent that it constitutes a summary of the provisions of the Charter of the Company, has been reviewed by us and is correct in all material respects. (ix) The Specimen Stock Certificate used to evidence any Top-Up Shares and the shares of Common Stock to be issued pursuant to the Forward Sale Agreement is in due and proper form. (x) The issuance and sale of any Top-Up Shares and the Securities shares of Common Stock to be issued pursuant to the Forward Sale Agreement by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture Forward Sale Agreement and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ixxi) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement and the Forward Sale Agreement or in connection with the sale of any Top-Up Shares hereunder, or the Securities hereunderissuance of the shares of Common Stock to be issued pursuant to the Forward Sale Agreement, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Bxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(46(b)(4), and Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, in rendering its opinions pursuant to Section 5(b)(16(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives (a) The Investors shall have received: (1) The favorable opinionsreceived an opinion of counsel, dated as of the Closing Time, of Skadden, Arps, Slate, Xxxxxxx Greenberg Glusker Fields Claman & Xxxx Machtinger LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for substancx xxxxxxxcxxxx xx the Underwriters, Investors to the effect that: (i) The Company has been duly incorporated created and is validly existing as a corporation in good standing business trust under the laws of the State of Maryland. (ii) The Company has California with the corporate trust power and authority to own, lease and operate own its properties and to conduct its business as described in the Time of Sale Information SEC Reports and Filings. (ii) The Indenture, this Agreement, the Registration Rights Agreement and the ProspectusCo-Investment Agreement have been duly authorized by the Company and have been duly executed and delivered by the Company, and constitute valid and legally binding obligations of the Company and are enforceable against the Company in accordance with their terms, subject, as to enforcement, to (i) Bankruptcy Exceptions, and (ii) the effect of applicable public policy on the enforceability of provisions relating to indemnification and contribution in the case of the Indenture, this Agreement and the Registration Rights Agreement. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have Preferred Securities Guarantee has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture Company, has been duly executed and delivered by the Company and, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by Bankruptcy Exceptions. (iv) The Subordinated Debentures have been duly authorized, executed, issued and delivered by the Company, when duly authenticated by the Trustee and delivered against payment therefor, will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. (v) The issuance Common Shares issuable upon the conversion of the Subordinated Debentures and/or the Preferred Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and reserved for issuance in accordance with the terms of the Subordinated Debentures, the Indenture and the Declaration; such Common Shares, when issued and delivered upon such conversion in accordance with the terms of the Subordinated Debentures and the Indenture and the Declaration, will be validly issued, are fully paid and non assessable and are owned by non-assessable; and, as of the date hereof, the issuance of such Common Shares upon the conversion of the Subordinated Debentures and/or the Preferred Securities is not subject to any preemptive or similar rights. Holders of Common Shares shall not be personally liable as such for any liabilities, debts or obligations of, or claims against, the Company, directly whether arising before or through subsidiariesafter such holder became the owner or holder of the Common Shares. In rendering such opinion, free such counsel may rely as to matters involving the application of laws other than the laws of California and clear the federal law of any security interestthe United States, mortgageto the extent they deem proper and specified in such opinion, pledgeupon the opinion of Richards, lienLayton & Finger, encumbrance or claimP.A. and Battle Fowler LLP. (viix) Xxx Xxxxstors shall have received ax xxxxion of counsel, dated as of the Closing Time, of Richards, Layton & Finger, P.A. in form set forth in Exhibit C hereto. (c) The execution Investors shall have received an xxxxxon of counsel, dated as of the Closing Time, of Battle Fowler LLP, in form and substance satisfactory to the Investors, to thx xxxxct that: (i) The Company is duly qualified to transact business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified would not have a Material Adverse Effect. The Company is not required to make any submissions or filings with any state in order to maintain its valid existence or good standing. (ii) The execution, delivery and performance of the Operative Documents, the Registration Rights Agreement and the Co-Investment Agreement and the issuance and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture Preferred Instruments and the consummation of the transactions contemplated hereby herein and therebytherein, and the compliance by each of the Offerors with their respective obligations hereunder and thereunder, do not and will not conflict with, result in a breach or violation of, or constitute a default under the Organizational Documents of the Company or any Subsidiary or the terms of any Key Agreement and Instrument known to such counsel and to which the Company or any Subsidiary is a party or bound, or result in a violation of any Requirement of Law known to such counsel to be applicable to the Company or any Subsidiary. (iii) There is no claim, suit, action or legal, administrative, arbitration or other proceeding or governmental investigation pending, or threatened, against the Company, the Company is not a target or subject of any pending or threatened criminal investigation or proceeding, and the Company is not the subject of any order, judgment, stipulation or decree, which has not been subsequently reversed, suspended, vacated or satisfied. (iv) All legally required proceedings in connection with the authorization, issuance and validity of the Preferred Securities and the sale of the Preferred Securities in accordance with this Agreement (other than the filing of post-issuance reports, the non-filing of which would not render the Preferred Securities invalid) have been taken and all legally required orders, consents or other authorizations or approvals of any public boards or bodies in connection with the authorization, issuance and the sale of the Preferred Securities in accordance with this Agreement (other than in connection with or in compliance with the provisions of the charter securities laws of any jurisdictions, as to which no opinion need be expressed) have been obtained and are in full force and effect. (v) Based solely upon the factual representations and warranties made by the Offerors and the Investors in the Purchase Agreement, the offer, issue, sale and delivery of the Preferred Securities in the manner contemplated in the Purchase Agreement does not require registration under the Securities Act. (vi) Neither the Company nor the Trust are, and after giving effect to the purchase and sale of the Subordinated Debentures and the Preferred Securities, neither of them will be, required to register as an investment company under the 1940 Act. In rendering such opinion, such counsel may rely as to matters involving the application of laws other than the laws of New York and federal law of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of Greenberg Glusker Fields Claman & Machtinger LLP and Richards, Layton & Xxxxxx, X.X. (d) The Investors sxxxx xxxxxxx xx opinion of Battle Fowler LLP, special tax counsel to the Offerors, in form and substance xxxxxfactory to the Investors to the effect that: (i) based on current law and the assumptions stated or bylaws referred to therein, the Subordinated Debentures will be classified for United States federal income tax purposes as indebtedness of the Company., and (ixii) No authorizationthe Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation. Such opinion may be conditioned on, approvalamong other things, consentthe initial and continuing accuracy of the facts, decree or order financial and other information, covenants and representations set forth in certificates of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by officers of the Company of and the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except Trust and other documents deemed necessary for such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based on the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel foregoing and subject to the Companyassumptions, as set forth in Exhibit A hereto. (2) The favorable opinionlimitations, dated as qualifications and exceptions herein contained, we are of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect opinion that: (i) The Company has been duly incorporated 1. Each of the Borrower and the Delaware Guarantor is validly existing as a corporation validly existing, and in good standing under under, the laws of the State of MarylandDelaware. (ii) The Company 2. Based solely on our review of the Governing Documents, each of the Borrower and the Delaware Guarantor has the all requisite corporate power and authority to ownexecute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder. 3. Each of the Transaction Documents to which the Borrower and the Delaware Guarantor is a party has been duly authorized, lease executed and delivered by the Borrower and the Delaware Guarantor. 4. Each of the Borrower and the Delaware Guarantor has the requisite corporate power and authority to: (i) own and operate its properties and to assets; (ii) conduct its business as described in the Time of Sale Information such business is currently being conducted; and the Prospectus. (iii) The authorized capital stock consummate the transactions contemplated under the Transaction Documents. 5. Except for such filings as are required pursuant to the Credit Agreement and securities filings with the United States Securities and Exchange Commission, no consent, approval, authorization, or other action by, or filing with, any federal or California, Delaware or New York governmental authority is required in connection with the execution and delivery by the Borrower or the Delaware Guarantor of the Company Transaction Documents to which it is as set forth in a party and the Base Prospectus under consummation by the caption “Description Borrower and the Delaware Guarantor of Capital Stockthe transactions contemplated by such Transaction Documents.” (iv) 6. The execution and delivery by the Borrower and the Delaware Guarantor of the Indenture have been duly Transaction Documents to which the Borrower and validly authorized the Delaware Guarantor are, respectively, a party and the consummation by all necessary corporate action on the part Borrower and the Delaware Guarantor of the Company under its charter and bylaws and transactions contemplated by such Transaction Documents will not violate (i) the Maryland Governing Documents, (ii) any judgment, order, or decree of any court or governmental agency to which the Borrower or the Delaware Guarantor is a party or by which it is bound that is referenced in the attached Officer’s Certificate, or (iii) the Delaware General Corporation Law (the “MGCLDGCL”), any federal or California or New York statutory law applicable to the Borrower or the Delaware Guarantor which in our experience is typically applicable to loan transactions of the type provided for in the Transaction Documents. 7. Based solely upon a review of those agreements disclosed in the attached Officer’s Certificate (the “Specified Contracts”), the execution and delivery of the Transaction Documents to which either the Borrower or the Delaware Guarantor is a party, and consummation of the actions contemplated by such Transaction Documents by the applicable Loan Party will not cause a breach or default of any of such Specified Contracts. 8. The Transaction Documents to which each Loan Party is a party are valid, binding, and enforceable obligations of each such Loan Party. 9. The provisions of the Security Agreement are sufficient to continue to create in the Agent’s favor as security for the payment of the Secured Obligations (as defined therein) a security interest in all right, title and interest of the Loan Parties party thereto in those items and types of Collateral described therein in which a security interest may be created under Article 9 of the Uniform Commercial Code as in effect on the date hereof in the State of New York (the “Article 9 Collateral”). The Indenture has been duly executed and delivered by Financing Statements are in proper form for filing with the Company. (v) The issuance Office of the Securities pursuant Delaware Secretary of State and upon proper filing of each Financing Statement in the Office of the Delaware Secretary of State, the Agent’s security interest in the Article 9 Collateral will be perfected, to the Indenture, and the offer and sale extent a security interest in that portion of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action Article 9 Collateral may be perfected under the Uniform Commercial Code as in effect on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation date hereof in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned Delaware by the Company, directly or through subsidiaries, free and clear filing of any security interest, mortgage, pledge, lien, encumbrance or claima financing statement. (vii) 10. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will Borrower is not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is an investment company required to register under the MGCL for the consummation by the Investment Company Act of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered1940, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Marylandamended.

Opinions. At Closing Time Based upon the Representatives shall have receivedforegoing, and subject to the qualifications and exclusions and further assumptions stated below, we express the following opinions: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company Mortgage has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture Company, has been duly executed and delivered by the Company, and is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights, and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity) and has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). (v2) The issuance Notes[, when issued and paid for as contemplated in the Agency Agreement and the Mortgage, will be] [are] legal, valid and binding obligations of the Securities pursuant Company, enforceable against the Company in accordance with their terms and entitled to the Indenture, and the offer and sale benefit of the Securities pursuant security provided by the Mortgage, subject to this Agreementbankruptcy, have insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity). (3) The Agency Agreement has been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws has been duly executed and delivered by the MGCLCompany. (vi4) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) [The execution and delivery of this Terms Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company.] (viii5) Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement and the Prospectus, the Registration Statement, as of its most recent effective date, including the documents incorporated therein by reference, and the Prospectus, as of the date [hereof][of the [Prospectus][Pricing] Supplement], appeared on their face to be appropriately responsive, in all material respects, to the requirements of the Securities Act, the Exchange Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder (except for the financial statements and financial schedules and other financial or accounting data included therein or omitted therefrom and for management’s report on the Company’s internal control over financial reporting and the auditor’s report on the effectiveness of the Company’s internal control over financial reporting included therein and the Statements of Eligibility of the Trustee on Forms T-1 under the Trust Indenture Act, as to which we express no opinion); the Registration Statement has become effective under the Securities Act; and, to our knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. (6) [The issuance and sale of the Securities by the Company Notes and the compliance by the Company with all of the provisions of this the Notes, the Mortgage, the Agency Agreement and the Indenture Terms Agreement and the consummation of the transactions therein contemplated hereby and thereby, will not conflict with or result in any a breach or violation of the provisions any statute of the charter State of New York or bylaws the State of the Company. (ix) No authorizationIdaho or any order, approval, consent, decree rule or order regulation of any Maryland New York or Idaho court or governmental authority agency or agency is body having jurisdiction over the Company or any of its properties that in our experience are typically applicable to agreements similar to the Transaction Documents and transactions similar to the Transaction, it being understood that we express no opinion as to the securities or blue sky laws.] (7) All regulatory consents and approvals required under the MGCL for the consummation to be obtained by the Company of the transactions contemplated by this Agreement from any governmental body or bodies in connection with the Company’s issuance and sale of the Securities hereunder, except such as may Notes [to the Purchasers] in the manner set forth in the Agency Agreement [and the Terms Agreement] have been obtained or renderedand are in effect, as except that the case may be. In rendering its opinionorder of the Idaho Public Utilities Commission grants authority to sell the Notes only through May 31, Xxxxxxx Xxxxx LLP shall state 2025; it being understood that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such we express no opinion as to matters arising any consents or approvals required to be obtained, or other actions required to be taken, under the state securities or blue sky laws of any jurisdiction. (8) The statements set forth in the State Base Prospectus under the caption “Description of MarylandFirst Mortgage Bonds[,]”[and] in the Prospectus Supplement under the caption “Description of the Notes[,]” [and in the Pricing Supplement under the caption “[●],”] insofar as they purport to summarize certain provisions of the documents referred to therein, fairly summarize such provisions in all material respects.

Opinions. At Closing Time Based upon the Representatives shall have receivedforegoing, and subject to the qualifications and exclusions and further assumptions stated below, we express the following opinions: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company Mortgage has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture Company, has been duly executed and delivered by the Company, and is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights, and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity) and has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). (v2) The issuance Notes[, when issued and paid for as contemplated in the Agency Agreement and the Mortgage, will be] [are] legal, valid and binding obligations of the Securities pursuant Company, enforceable against the Company in accordance with their terms and entitled to the Indenture, and the offer and sale benefit of the Securities pursuant security provided by the Mortgage, subject to this Agreementbankruptcy, have insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees’ and other creditors’ rights and to general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity). (3) The Agency Agreement has been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws has been duly executed and delivered by the MGCLCompany. (vi4) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) [The execution and delivery of this Terms Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company.] (viii5) Without independent verification of the factual accuracy, completeness or fairness of any statements made in the Registration Statement and the Prospectus, the Registration Statement, as of its most recent effective date, including the documents incorporated therein by reference, and the Prospectus, as of the date [hereof][of the [Prospectus][Pricing] Supplement], appeared on their face to be appropriately responsive, in all material respects, to the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder (except for the financial statements and financial schedules and other financial or accounting data included therein or omitted therefrom and for management’s report on the Company’s internal control over financial reporting and the auditor’s report on the effectiveness of the Company’s internal control over financial reporting included therein and the Statement of Eligibility of the Trustees on Forms T-1 and T-2 under the Trust Indenture Act, as to which we express no opinion); the Registration Statement has been declared effective under the Securities Act; and, to our knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. (6) [The issuance and sale of the Securities by the Company Notes and the compliance by the Company with all of the provisions of this the Notes, the Mortgage, the Agency Agreement and the Indenture Terms Agreement and the consummation of the transactions therein contemplated hereby and thereby, will not conflict with or result in any a breach or violation of the provisions any statute of the charter State of New York or bylaws the State of the Company. (ix) No authorizationIdaho or any order, approval, consent, decree rule or order regulation of any Maryland New York court or governmental authority agency or agency is body having jurisdiction over the Company or any of its properties that we examined in rendering the opinions expressed herein and that in our experience are typically applicable to agreements similar to the Transaction Documents and transactions similar to the Transaction, it being understood that we express no opinion as to the securities or blue sky laws.] (7) All regulatory consents and approvals required under the MGCL for the consummation to be obtained by the Company of the transactions contemplated by this Agreement from any governmental body or bodies in connection with the Company’s issuance and sale of the Securities hereunder, except such as may Notes [to the Purchasers] in the manner set forth in the Agency Agreement [and the Terms Agreement] have been obtained or renderedand are in effect[, as except that the case may be. In rendering its opinionorder of the Idaho Public Utilities Commission grants authority to sell the Notes only through April 18, Xxxxxxx Xxxxx LLP shall state 2012]; it being understood that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such we express no opinion as to matters arising any consents or approvals required to be obtained, or other actions required to be taken, under the state securities or blue sky laws of any jurisdiction. (8) The statements set forth in the State Base Prospectus under the caption “Description of MarylandFirst Mortgage Bonds[,]”[and] in the Prospectus Supplement under the caption “Description of the Notes[,]” [and in the Pricing Supplement under the caption “[l],”] insofar as they purport to summarize certain provisions of the documents referred to therein, fairly summarize such provisions in all material respects; provided, however, that we express no opinion as to the statements made under the caption “Description of First Mortgage Bonds” in the Base Prospectus stated to be made in reliance upon the opinion of Rxx Xxxxxxxxx, Esq., General Counsel of the Company, in his capacity as expert.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 a corporation validly existing as a corporation in good standing under the laws of the State of MarylandWashington law. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information Pricing Disclosure Package and the ProspectusFinal Offering Memorandum. (iii) The authorized capital stock of Company has the Company is as set forth corporate power to enter into and perform its obligations in the Base Prospectus under Purchase Agreement, the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to Registration Rights Agreement, the Indenture, the Securities and the offer and sale of Exchange Securities. The Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities pursuant to this Agreement, and the Exchange Securities have been duly authorized by all necessary corporate action on the part of the Company under its charter Company, and bylaws have been duly executed and delivered by the MGCLCompany. (viiv) Texas HCP, Inc. has been duly incorporated and Each Significant Subsidiary (as defined in Rule 405 under the Securities Act) is a corporation validly existing as a corporation in good standing under the laws of the State of Maryland and Washington law, has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Pricing Disclosure Package and the Final Offering Memorandum and, based on the certificate attached hereto, is duly qualified as a foreign corporation to transact business and is in good standing in the state of Montana. (v) All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have each Significant Subsidiary has been duly authorized and validly issued, are is fully paid and non assessable nonassessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, any pending or claimthreatened claim (except as described in the Pricing Disclosure Package and the Final Offering Memorandum). (vi) All of the issued and outstanding shares of common stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned by Puget Equico, free and clear of any security interest, mortgage, pledge, lien, encumbrance or, to the best knowledge of such counsel, any pending or threatened claim (except as described in the Pricing Disclosure Package and the Final Offering Memorandum). (vii) The execution Registration Rights Agreement is a valid and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part binding obligation of the Company under enforceable against the Company in accordance with its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Companyterms. (viii) The issuance Indenture is a valid and sale binding obligation of the Securities Company enforceable against the Company in accordance with its terms. (ix) Each of the Collateral Documents has been duly authorized, executed and delivered by the Company and Puget Equico, as applicable, and constitutes a valid and binding agreement of the compliance Company and Puget Equico, as applicable, enforceable against the Company and Puget Equico, as applicable, in accordance with its terms. (x) The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company for issuance and sale pursuant to the Purchase Agreement, have been duly executed by the Company and, when issued and authenticated in the manner provided for in the Indenture (assuming the due authorization, execution and delivery thereof by the Trustee) and delivered by the Company against payment of the consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture. (xi) The Exchange Securities have been duly and validly authorized for issuance by the Company, and, when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture. (xii) The descriptions of the Securities, the Indenture, the Exchange Securities, the Registration Rights Agreement and the Collateral Documents in the Pricing Disclosure Package and the Final Offering Memorandum under “Description of Notes,” or any caption purporting to cover such matters, and, to our knowledge, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s Form 10-Q for the quarter ended March 31, 2021 under “Regulation and Rates” and “Legal Proceedings” and similar captions, and in each case insofar as the statements purport to describe the provisions of this documents and laws referred to therein, are accurate in all material respects; and the statements in the Pricing Disclosure Package and the Final Offering Memorandum under the captions “Description of Certain Indebtedness,” “Description of Notes,” “Material United States Federal Income Tax Considerations,” “ERISA Considerations” and “Notice to Investors; Transfer Restrictions” insofar as such statements purport to describe the provisions of documents and laws referred to therein, are accurate in all material respects. (xiii) The documents incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum (other than the financial statements and financial schedules therein, as to which no opinion need be rendered), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (xiv) No consent, approval, authorization or other action by, or filing with, any governmental authority is required in connection with the execution and delivery by the Company of the Purchase Agreement, the Registration Rights Agreement, the Indenture or each of the Collateral Documents, or the issuance of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Final Offering Memorandum, except (a) under the Securities Act and the Securities Act regulations, or as may be required under the securities or blue sky laws of the various states with respect to obligations of the Company under the Registration Rights Agreement and (b) qualification of the Indenture under the Trust Indenture Act, as to which we express the opinion in paragraph (xvii) below. (xv) The Company’s execution, delivery and performance of the Purchase Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, the Indenture and each of the Collateral Documents and the consummation of the transactions contemplated hereby in the Purchase Agreement and therebythe Registration Rights Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum do not: (a) violate statutory laws that counsel exercising customary professional judgment would in our experience reasonably recognize as typically applicable to agreements similar to the Purchase Agreement, will not the Registration Rights Agreement, the Indenture and the Collateral Documents; (b) violate the Company’s articles of incorporation or bylaws; or (c) breach or result in any violation a Default (as defined in Section 1(t) of the provisions Purchase Agreement) under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the charter Company or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion subsidiary pursuant to Section 5(b)(4any Material Agreement (except for such conflicts, breaches, Defaults or liens, charges or encumbrances that would not have a Material Adverse Change), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel Subject to the Companyforegoing, as and to the further exceptions, assumptions and qualifications set forth in Exhibit A hereto. (2) The favorable opinionbelow, dated as we are of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect opinion that: (i) : The Company has been is duly incorporated organized and is validly existing as a corporation in good standing under the laws of the State of Maryland. (ii) The Company Texas, and has the necessary due corporate power and authority to own, lease conduct the business that it is described as conducting in the Disclosure Package and the Prospectus and to own and operate its the properties owned and to conduct its operated by it in such business as described in the Time State of Sale Information and the Prospectus. (iii) Texas. The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture Company, has been duly executed and delivered by the Company. (v) The issuance , and is a legal, valid and binding instrument of the Securities pursuant to Company enforceable against the IndentureCompany in accordance with its terms, except as may be limited by (i) the laws of the State of Texas, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, (ii) applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law), and (iii) concepts of materiality, reasonableness, good faith and fair dealing and the offer and sale discretion of the Securities pursuant to this Agreement, court before which any proceeding therefor may be brought. The Bonds have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws are legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law) and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the MGCL. discretion of the court before which any proceeding therefor may be brought, and are entitled to the benefit of the security afforded by the Mortgage. The description of the properties described as owned by it in and subject to the lien of the Mortgage set forth in the Mortgage is adequate to constitute the Mortgage as a lien thereon; and the Mortgage, subject only to minor defects and encumbrances customarily found in properties of like size and character that do not materially impair the use of such property by the Company in the conduct of its electric utility business (via) Texas HCPexcept for Permitted Liens, as defined in the Mortgage, constitutes as of the date hereof a valid and direct first mortgage lien upon said property acquired after December 31, 2007 and such property that is released from the Company's Mortgage, Deed of Trust and Security Agreement, dated as of December 31, 2007, to Entergy Gulf States Louisiana, Inc. has been duly incorporated (now Entergy Gulf States Louisiana, L.L.C.) (the "Existing Mortgage") (including upon the discharge of the Existing Mortgage) pursuant to the provisions set forth in Sections 6(a) and 6(e) of the Existing Mortgage, and (b) except for Permitted Liens, as defined in the Mortgage, constitutes as of the date hereof a valid and direct second mortgage lien, subordinate to the lien of the Existing Mortgage, upon said property owned by the Company on December 31, 2007 except for such property that is validly existing as a corporation released from the Existing Mortgage (including upon the discharge of the Existing Mortgage), which include substantially all of the permanent physical properties and franchises of the Company in good standing under the laws of the State of Maryland Texas (other than those expressly excepted in the Mortgage). The Mortgage, including the Officer's Certificate, has been filed in the office of the Secretary of State of Texas in accordance with Section 35.02 of the Texas Business and Commerce Code, as amended and a notice has been filed with the corporate power office of the county clerk in each of the Texas counties in which any of the real property subject to the Mortgage is located, with the result that the lien granted thereby has been perfected as to property located in Texas. The perfection and authority notice provided by such filing shall continue in effect until terminated or released as to ownspecific property by the filing of a termination statement or release signed by the secured party. No renewal, lease refiling or continuation of such filing is required, and operate its no further or other recordation or filing under Texas law is requisite to preserve or protect the lien of the Mortgage for the benefit of the holders of the Bonds or to make such lien effective as to and enforceable against third parties. All permanent physical properties and to conduct its business as described franchises of the Company in the Prospectus. All of the issued and outstanding shares of capital stock State of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are (other than those expressly excepted in the Mortgage) presently owned by the CompanyCompany are subject to the lien of the Mortgage, directly or through subsidiaries, free subject to minor defects and clear Permitted Liens of any security interest, mortgage, pledge, lien, encumbrance or claim. the character referred to in paragraph (vii4) hereof. The execution and delivery of this Underwriting Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly authorized, executed and delivered by the Company. . No approval, authorization, consent or other order of any Texas governmental body (viiiother in connection with the provisions of the securities or blue sky laws of Texas) The is legally required to permit the issuance and sale of the Securities Bonds by the Company and pursuant to the compliance Underwriting Agreement, or to permit the performance by the Company of its obligations with respect to the provisions of this Agreement Bonds or under the Mortgage and the Indenture Underwriting Agreement. The issuance and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation sale by the Company of the transactions contemplated Bonds and the execution, delivery and performance by this Agreement or in connection with the sale Company of the Securities hereunderMortgage and the Underwriting Agreement (a) will not violate any provision of the Company's Certificate of Formation and the Company's By-laws, and (b) will not violate (i) any provision of any law or regulation of the State of Texas applicable to the Company or (ii) to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any Texas governmental instrumentality applicable to the Company (except such as that various consents of, and filings with, governmental authorities may have been be required to be obtained or renderedmade, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under connection or compliance with the provisions of the securities or blue sky laws of the State of MarylandTexas).

Opinions. At Closing Time the Representatives Representative shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital StockStock We May Offer.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and by laws and the Maryland General Corporation Law (“MGCL”) for issuance and sale to you pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non assessable. The issuance of such Securities is not subject to preemptive rights under the charter or bylaws and of the Company or the MGCL. (viv) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (viivi) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (vii) The information in the Base Prospectus under the caption “Description of Capital Stock We May Offer—Common Stock” (excluding the fifth sentence under “Common Stock”) and the information under the caption “Certain Provisions of Maryland Law and HCP’s Charter and Bylaws,” as supplemented by the information in the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2011 with respect to Amendment No. 3 to the Fourth Amended and Restated Bylaws of the Company, the Company’s Form 10-K for the year ended December 31, 2010 under the caption “Risk Factors—Risks Related to our Legal Organizational Structure—We are subject to certain provisions of Maryland law and our charter relating to business combinations” and in the Prospectus Supplement under the caption “Risk Factors—Risks Related to the Company—Certain provisions of Maryland law and our bylaws could hinder, delay or prevent a change in control transaction, even if our stockholders believe such transaction to be otherwise in their best interests”, to the extent that it constitutes matters of Maryland corporate law, summaries of legal matters, documents or proceedings, or legal conclusions under Maryland corporate law, has been reviewed by us and is correct in all material respects, and the information under the caption “Description of Capital Stock We May Offer—Transfer and Ownership Restrictions Relating to our Common Stock,” to the extent that it constitutes a summary of the provisions of the Charter of the Company, has been reviewed by us and is correct in all material respects. (viii) The Specimen Stock Certificate used to evidence the Securities is in due and proper form. (ix) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebyhereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ixx) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinionsopinion, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx Xxxxxx & Xxxx LLPXxxxxxx, special counsel to for the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxx & Xxxxxxx, special counsel for the Company, in form and scope satisfactory to counsel for the Underwriters and subject to customary assumptions, limitations and exceptions acceptable to counsel for the Underwriters, to the effect that: (i) the Company was organized in conformity with the requirements for qualification as a real estate investment trust under the Code commencing with its taxable year ending December 31, 1985, and its proposed method of operation will enable it to meet the requirements for qualification and taxation as a real estate investment trust under the Code; and (ii) the information in the Prospectus under the captions "Certain Federal Income Tax Considerations to the Company," and "Material Federal Income Tax Considerations to Holders of Common Stock," insofar as such statements constitute matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by them and is accurate in all material respects. (3) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock"Capitalization.”" (iv) The execution and delivery of the Indenture Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly authorized by all necessary corporate action on issued and fully paid and non-assessable. The issuance of such Securities is not subject to preemptive rights under the part charter or bylaws of the Company under its charter and bylaws and or the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the CompanyLaw. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have such subsidiary has been duly authorized and validly issued, are is fully paid and non non- assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (viivi) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCLMaryland General Corporation Law. This Agreement has been duly executed and delivered by the Company. (vii) The Common Stock conforms to the description thereof contained in the Prospectus and the form of certificate used to evidence the Securities is in due and proper form. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebyhereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL Maryland General Corporation Law for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. (x) The statements set forth in the Prospectus Supplement under the caption "Recent and Proposed Charter Amendments," insofar as such statements purport to summarize certain provisions of the documents referred to therein, fairly summarize such provisions in all material respects, and insofar as such statements constitute matters of law, summaries of legal matters or legal conclusions, are correct in all material respects. In rendering its opinion, Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP shall state that each of Sidley Austin Xxxxxx Xxxxx & Xxxx LLP, in rendering its opinion pursuant to Section 5(b)(45(b)(5), and Skadden, Arps, Slate, Xxxxxxx Xxxxxx & Xxxx LLPXxxxxxx, in rendering its opinions opinion pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland. (4) 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 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 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 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) To the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Prospectus. (vii) 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, 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. (5) The favorable opinion, dated as of Closing Time, of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriters, with respect to the matters set forth in paragraph (ii) of Exhibit A hereto and in subparagraphs (i), (iv), (vi) and

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Bxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Bxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based on our examination and consideration of the Representatives shall have received: (1) The favorable opinionsDocuments, dated as of Closing Timeand in reliance thereon, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel and subject to the Companycomments, as assumptions, exceptions, qualifications and limitations set forth in Exhibit A hereto. (2) The favorable Sections B and D hereof, we are of the opinion, dated as with respect to each of Closing Timethe Subsidiaries, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company 1. Each Subsidiary has been duly incorporated and organized under the Colorado Business Corporation Act or its predecessor, as applicable, is validly existing as a corporation in good standing under the laws of the State of Marylandstanding, and its status is active. (ii) The Company 2. Each Subsidiary has the corporate power and authority to to: (a) own, lease and operate its properties property and conduct its business, (b) execute and deliver the Transaction Documents and to conduct perform its business as described in obligations thereunder, and (c) grant the Time of Sale Information and security interests to be granted by it pursuant to the ProspectusTransaction Documents to which the Subsidiaries are a party. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly 3. Each Subsidiary has authorized by all necessary corporate action on (a) the part execution, delivery and performance of the Company under its charter Transaction Documents to which the Subsidiaries are a party, and bylaws and (b) the Maryland General Corporation Law (filing of the “MGCL”)Financing Statements being filed against it. 4. The Indenture has Transaction Documents to which the Subsidiaries are a party have been duly executed and delivered by the Companyeach Subsidiary. (v) 5. The issuance Financing Statements are in proper form for filing with the Filing Office, and upon the filing in such office of the Securities pursuant to Financing Statements, the Indenture, and the offer and sale First Lien Collateral Agent will have a perfected security interest in that portion of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on Collateral described in the part Collateral Agreement in which a security interest may be perfected under Article 9 of the Company under its charter and bylaws and UCC by the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as filing of a corporation in good standing under Financing Statement with the laws Filing Office. The filing of the State Financing Statements in the Filing Office are the only filings necessary to perfect by filing the security interest in those items of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business Collateral covered by Article 9 of the UCC where filing is the method of perfection as under Article 9 of the UCC as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCPsuch Filing Statements, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are which is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claimSubsidiary. (vii) 6. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part each Subsidiary of the Company under its charter Transaction Documents to which the Subsidiaries are a party, the performance of their payment and bylaws other obligations thereunder and the MGCL. This granting of the security interests to be granted pursuant to the Collateral Agreement has been duly executed and delivered do not violate: (a) any provisions of Colorado law, rule or regulation, which in our experience, are typically applicable to transactions of the nature contemplated by the Company. Transaction Documents to which the Subsidiaries are a party; (viiib) The issuance and sale the Articles of the Securities by the Company and the compliance by the Company with the provisions Incorporation or Bylaws, as either may have been amended, of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and therebyeach such Subsidiary, will not result in or (c) to our knowledge, any violation of the provisions of the charter order, writ, injunction or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or any arbitral award. 7. No consent, approval, authorization, license or exemption by, or other order of, or registration, recording or filing with, any court or other governmental or regulatory authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of MarylandColorado, which, in our experience, is typically applicable to transactions of the nature contemplated by the Transaction Documents to which the Subsidiaries are a party, is required for the execution and delivery by any Subsidiary of the Transaction Documents to which the Subsidiaries are a party, including the grant of security interests pursuant to the Collateral Agreement, except for the filing of the Financing Statements required for the perfection of security interests. 8. The Collateral Agreement creates in favor of the First Lien Collateral Agent a security interest under Article 9 of the UCC as in effect on the date hereof in all right, title and interest of each Subsidiary in the Collateral in which a security interest can be created under Article 9 of the UCC to secure the Obligations (as defined in the Collateral Agreement).

Opinions. At Closing Time Based on the Representatives shall have receivedforegoing and subject to the qualifications and exclusions stated below, we express the following opinions: (1) C-1 The favorable opinionsCompany is a corporation validly existing under the laws of the State of Washington, dated and has the corporate power and authority to own its properties and carry on its business as of Closing Timedescribed in the Registration Statement, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to Pricing Disclosure Package and the Company, as set forth in Exhibit A heretoProspectus. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company has been duly incorporated and C-2 Membership is a corporation validly existing as a corporation and in good standing under the laws of the State of Maryland. (ii) The Company California, and has the corporate power and authority to own, lease and operate own its properties and to conduct carry on its business as described in the Time of Sale Information Registration Statement, Pricing Disclosure Package and the Prospectus. (iii) C-3 The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture Underwriting Agreement has been duly authorized, executed and delivered by the Company. (v) C-4 The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, Notes have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed by the Company under its charter and, when authenticated by the trustee in accordance with the Indenture and bylaws delivered against payment of consideration pursuant to the Underwriting Agreement, will constitute valid and binding obligations of the MGCLCompany, enforceable in accordance with their terms and will be entitled to the benefits provided by the Indenture. (vi) Texas HCP, Inc. C-5 The Indenture has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement Company, has been duly executed and delivered by the Company, and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms; and the Indenture has been qualified under the Trust Indenture Act. (viii) C-6 The issuance Indenture and sale of the Securities Notes conform to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus in all material respects. C-7 The execution, delivery and performance by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby Underwriting Agreement and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this the Underwriting Agreement will not result in a breach or in connection with the sale violation of any of the Securities hereunderterms and provisions of, except such as may have been obtained or renderedconstitute a default under (i) any Contract, as (ii) the case may be. In rendering its opinionAmended and Restated Articles of Incorporation and Bylaws of the Company, Xxxxxxx Xxxxx LLP shall state that each (iii) the Articles of Sidley Austin LLPIncorporation and Bylaws of Membership, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws or (iv) any internal law or statute of the State of MarylandWashington or the federal laws, rules and regulations of the United States, or any judgment or order of any court of which we are aware that is applicable to the Company.

Opinions. At Closing Time Based solely upon our examination and consideration of the Representatives shall have received: (1) The favorable opinionsDocuments, dated as of Closing Timeand in reliance thereon, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel and subject to the Companycomments, as assumptions, exceptions, qualifications and limitations set forth in Exhibit A hereto. (2) The favorable opinionSections B and D hereof, dated as we are of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect opinion that: (i) The 1. Each of the Company has been and Dyadic is a corporation duly incorporated and is organized, validly existing as a corporation and in good standing under the laws of the State jurisdiction of Maryland. (ii) The Company has its incorporation with the corporate power and requisite legal authority to own, lease own and operate use its properties and assets and to conduct carry on its business as described currently conducted. The Company is not in violation of any of the Time provisions of Sale Information and the Prospectus. (iii) The authorized capital stock Organizational Documents. Dyadic is not in violation of any of the provisions of the Dyadic Organizational Documents. Each of the Company and Dyadic is duly qualified to do business and is in good standing as set forth a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the Base Prospectus under aggregate, have or reasonably be expected to result in a Material Adverse Effect. 2. Each of the caption “Description Company and Dyadic has the requisite corporate authority to enter into and to consummate the transactions contemplated by each of Capital Stock.” (iv) the Transaction Documents to which it is a party and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Indenture have been duly and validly authorized by all necessary corporate action on the part Transaction Documents to which each of the Company under its charter and bylaws Dyadic is a party by each of them and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered consummation by the Company. (v) The issuance each of them of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of them and no further consent or action is required by either the Company under its charter and bylaws or Dyadic, their respective Board of Directors or the Company’s stockholders (except for stockholder approval that may be required in connection with any of the issuance of the Adjustment Common Shares, the Adjustment Convertible Securities, the Adjustment Convertible Securities Shares, the Parity Warrant and the MGCLParity Warrant Shares. Each of the Transaction Documents to which each of the Company and Dyadic is a party has been (or upon delivery will be) duly executed by each of them and is, or when delivered in accordance with the terms thereof, will constitute, the valid and binding obligation of each of the Company and Dyadic enforceable against each of them in accordance with its terms. 3. The execution, delivery and performance of the Transaction Documents to which each of the Company and Dyadic is a party by each of them and the consummation by the Company and Dyadic of the transactions contemplated thereby do not, and will not, (vii) Texas HCPconflict with or violate any provision of the Company’s Organizational Documents or the Dyadic Organizational Documents, Inc. has been as applicable, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) listed as an Exhibit on the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005, except to the extent that such conflict, default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or Dyadic is subject (including, assuming the accuracy of the representations and warranties of ABRD set forth in Section 3.2 of the Agreement, federal and state securities laws and regulations and, assuming in the case of the Adjustment Common Shares, the Adjustment Convertible Securities, the Adjustment Convertible Securities Shares, the Parity Warrant and the Parity Warrant Shares the receipt of all required stockholder and regulatory approval, the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the Company is bound or affected, except to the extent that such violation would not reasonably be expected to have a Material Adverse Effect. 4. The Closing Date Shares (including the No Qualified Transaction Warrant Shares issuable upon the exercise of the No Qualified Transaction Warrant, if any) are duly incorporated authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens except for restrictions on transfer imposed by applicable federal and state securities laws and the provisions of Section 4.7 of the Agreement, and will not be subject to preemptive or similar rights of stockholders (other than those imposed by ABRD). The Adjustment Common Shares, the Adjustment Convertible Securities, the Adjustment Convertible Securities Shares issuable upon exercise of the Adjustment Convertible Securities, and the Parity Warrant Shares issuable upon exercise of the Parity Warrant, if any, assuming the receipt of all required stockholder and regulatory approvals, are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens except for restrictions on transfer imposed by applicable federal and state securities laws and the provisions of Section 4.7 of the Agreement, and will not be subject to preemptive or similar rights of stockholders (other than those imposed by ABRD). The Company shall maintain a reserve from its duly authorized shares of Common Stock the maximum number of shares of Common Stock issuable for the Adjustment Common Shares, if any, and issauble upon exercise of the Adjustment Convertible Securities and/or Extraordinary Circumstance Warrant, if any. The offer, issuance and sale to ABRD pursuant to the Agreement of the Closing Date Shares, and the other Purchased Securities, if any, are exempt from the registration requirements of the Securities Act. 5. Except as disclosed in the SEC Reports, there is validly existing no action, suit, claim, or proceeding, or, to our knowledge, inquiry or investigation, before or by any court, public board, government agency, self-regulatory organization or body pending or, to our knowledge, threatened against or affecting the Company that could, individually or in the aggregate, have a Material Adverse Effect. 6. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Organizational Documents of its state of incorporation that is or could become applicable to any of ABRD as a corporation in good standing result of ABRD and the Company fulfilling their obligations or exercising their rights under the laws Transaction Documents, including, without limitation, as a result of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All Company’s issuance of the Purchased Securities and ABRD’ ownership of the Purchased Securities. 7. The aggregate number of shares issued and outstanding classes of capital stock, options and other Securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) as of September 30, 2006 is as set forth in Schedule 3.1(f) to the Agreement. The aggregate number of shares and the type of all authorized classes of capital stock of the Company consists of 105,000,000 shares, of which 100,000,000 shares are common stock, par value $0.001 per share, and 5,000,000 shares are preferred stock, par value $0.0001 per share, and all outstanding shares of capital stock of Texas HCPare duly authorized, Inc. have been duly authorized and validly issued, are fully paid and non assessable nonassessable and have been issued in compliance in all material respects with all applicable securities laws. Except as disclosed in Schedule 3.1(f) to the Agreement, the Company did not have outstanding at September 30, 2006 any other options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or entered into any agreement giving any Person any right to subscribe for or acquire, any shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as set forth on Schedule 3.1(f) to the Agreement, and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are owned no anti-dilution or price adjustment provisions contained in any security issued by the Company, directly Company (or through subsidiaries, free and clear of in any agreement providing rights to security interest, mortgage, pledge, lien, encumbrance or claim. (viiholders) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Purchased Securities by will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than ABRD) and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order a right of any Maryland court holder of securities to adjust the exercise, conversion, exchange or governmental authority or agency is required reset price under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Marylandsecurities.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinionsopinions and negative assurance letter, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx Lxxxxx & Xxxx Wxxxxxx LLP, special corporate and tax counsel to the Company and the Operating Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Bxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company and the Operating 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 Maryland. (ii) The Operating Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Maryland. (iii) The Company has the corporate power and authority authority, and the Operating Company has the limited liability company power and authority, to own, lease and operate its their respective properties and to conduct its their respective business as described in the Time of Sale Information and the Prospectus. (iiiiv) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (ivv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company Company, acting in its own capacity and in its capacity as managing member of the Operating Company, as applicable, under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company, acting in its own capacity and in its capacity as managing member of the Operating Company, as applicable. (vvi) The issuance of the Securities Notes pursuant to the Indenture, and the offer and sale of the Securities Notes pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company Company, acting in its own capacity and in its capacity as managing member of the Operating Company, as applicable, under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution execution, delivery and delivery performance of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The execution and delivery of the Agreement by the Operating Company has been duly and validly authorized by all necessary limited liability company action on the part of the Operating Company under its articles of organization and LLC Agreement and the Maryland Limited Liability Company Act (the “Act”). The Agreement has been duly executed and delivered by the Operating Company. The performance of the Agreement by the Operating Company has been duly and validly authorized by all necessary limited liability company action on the part of the Operating Company under its Articles of Organization and LLC Agreement and the Act. (ix) The issuance and sale of the Securities Notes by the Operating Company and the Guarantee by the Company and the compliance by the Company and the Operating Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company, or under the Articles of Organization and LLC Agreement of the Operating Company. (ixx) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company or the Operating Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Bxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(45(b)(3), and Skadden, Arps, Slate, Xxxxxxx Lxxxxx & Xxxx Wxxxxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland. (3) The favorable opinion, dated as of Closing Time, of Sidley Austin LLP, counsel to the Underwriters, with respect to such matters as the Representatives may reasonably request. In rendering such opinion, Sxxxxx Xxxxxx LLP may rely upon the opinion of Bxxxxxx Xxxxx LLP, rendered pursuant to Section 5(b)(2), as to matters arising under the laws of the State of Maryland. (4) In giving its opinion required by subsection (b)(3) of this Section, Sidley Austin LLP shall additionally state that no facts have come to its attention that have caused it to believe that the Registration Statement, at the time of its effective date and at the date of the Prospectus Supplement, 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, that the Time of Sale Information, at the Time of Sale, 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, as of the date of the Prospectus Supplement or at Closing Time, included or includes 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 the light of the circumstances under which they were made, not misleading; it being understood that such counsel shall express no belief with respect to (i) the financial statements, schedules and other financial data included or incorporated by reference in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus or (ii) any Form T-1. In giving their opinions, Lxxxxx & Wxxxxxx LLP, Bxxxxxx Xxxxx LLP and Sidley Austin LLP may rely, to the extent recited therein, (A) as to all matters of fact, upon certificates and written statements of officers of the Company, acting in its own capacity and in its capacity as managing member of the Operating Company, and (B) as to the qualification and good standing of the Company, the Operating Company and each Significant Subsidiary to do business in any state or jurisdiction, upon certificates of appropriate government officials.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinionsopinions and negative assurance letter, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution execution, delivery and delivery performance of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives Representative, the Forward Purchaser and the Forward Seller shall have received: (1) The favorable opinionsopinions and negative assurance letter, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, the Forward Purchaser and the Forward Seller, 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution Securities and delivery of the Indenture Top-Up Shares, if any, have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed ) for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the CompanyCompany pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable. The issuance of the Securities and the Top-Up Shares, if any, is not subject to preemptive rights under the charter or bylaws of the Company or the MGCL. (v) The issuance 22,875,000 shares of the Securities pursuant Common Stock (subject to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, reduction for any Top-Up Shares) have been duly authorized by all necessary corporate action on the part of the Company and reserved for issuance under its the Forward Sale Agreement and, when issued, sold and delivered by the Company to the Forward Purchaser in accordance with the terms of the Forward Sale Agreement and the resolutions of the Company’s Board of Directors or a duly authorized committee thereof authorizing such issuance and reservation against payment of the consideration required to be paid by the Forward Purchaser pursuant thereto, such shares of Common Stock will be validly issued and fully paid and non-assessable. The issuance, sale and delivery of such shares of Common Stock is not, and will not be, subject to preemptive rights under the charter and or bylaws and of the Company or the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution execution, delivery and delivery performance of this Agreement has and the Forward Sale Agreement by the Company have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has and the Forward Sale Agreement have been duly executed and delivered by the Company. (viii) The information in the Base Prospectus under the caption “Description of Capital Stock—Common Stock” (excluding the fifth sentence under “Common Stock”) and the information under the caption “Certain Provisions of Maryland Law and HCP’s Charter and Bylaws,” and the information in the Form 10-K for the year ended December 31, 2017 under the caption “Risk Factors—Risks Related to Other Events—We are subject to certain provisions of Maryland law and our charter relating to business combinations which may prevent a transaction that may otherwise be in the interest of our stockholders,” to the extent that it constitutes matters of Maryland corporate law, summaries of legal matters, documents or proceedings, or legal conclusions under Maryland corporate law, has been reviewed by us and is correct in all material respects, and the information under the caption “Description of Capital Stock—Transfer and Ownership Restrictions Relating to Our Common Stock,” to the extent that it constitutes a summary of the provisions of the Charter of the Company, has been reviewed by us and is correct in all material respects. (ix) The Specimen Stock Certificate used to evidence the Securities, the Top-Up Shares, if any, and the shares of Common Stock to be issued pursuant to the Forward Sale Agreement is in due and proper form. (x) The issuance and sale of the Securities Securities, the Top-Up Shares, if any, and the shares of Common Stock to be issued pursuant to the Forward Sale Agreement by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture Forward Sale Agreement and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ixxi) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement and the Forward Sale Agreement or in connection with the sale of the Securities and the Top-Up Shares, if any, hereunder, or the issuance of the shares of Common Stock to be issued pursuant to the Forward Sale Agreement, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(46(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(16(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based upon the Representatives shall have receivedforegoing, and subject to the qualifications and exclusions stated below, we express the following opinions: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) B-1 The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Maryland. (ii) The Company has Idaho, with the requisite corporate power and authority to own, own or lease and operate its properties and to conduct its business in all material respects as described in the Time of Sale Information Registration Statement and the Prospectus. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect. (iii) The B-2 Idaho Power Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Idaho. B-3 All of the outstanding shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of Common Stock of the Company were issued in violation of any preemptive or other similar rights of any security holder of the Company pursuant to the Company's Articles of Incorporation, as amended, the Amended Bylaws of the Company or applicable law; all of the outstanding shares of capital stock of the Idaho Power Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly authorized and validly authorized by all necessary corporate action on the part of the Company under its charter issued and bylaws are fully paid and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Companynon-assessable. (v) B-4 The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, Shares have been duly authorized by all necessary corporate action on the part of the Company under its charter and, when issued and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing delivered against payment therefor as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described provided in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCPSales Agency Agreement, Inc. have been duly authorized and will be validly issued, are fully paid and non assessable nonassessable, and are owned by will not be subject to any preemptive or similar rights pursuant to the Company's Articles of Incorporation, directly as amended, the Amended Bylaws of the Company or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claimapplicable law. (vii) B-5 The Shares conform in all material respects to the description thereof contained in the Prospectus under the caption “Description of Common Stock.” B-6 The Company has duly authorized, executed and delivered the Sales Agency Agreement. B-7 The execution and delivery by the Company of, and the performance by the Company of this its obligations under, the Sales Agency Agreement has been duly and validly authorized by all necessary corporate action on will not (a) conflict with or result in a breach or violation of any of the part terms or provisions of, or constitute a default under, or result in the imposition of a lien or security interest upon any property or assets used in the conduct of the business of the Company under its charter and bylaws and or Idaho Power Company, pursuant to any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to the MGCL. This Agreement has been duly executed and delivered Registration Statement or to any documents incorporated by the Company. reference therein (viiia "Material Contract"), (b) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter Articles of Incorporation, as amended, or bylaws the Amended Bylaws of the CompanyCompany or the Articles of Incorporation, as amended, or the Amended Bylaws of Idaho Power Company or (c) result in any violation of any of the laws we examined in rendering the opinions expressed herein and that in our experience are typically applicable to agreements similar to the Sales Agency Agreement and transactions similar to the Transaction, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or Idaho Power Company of which we are aware, except in each case for conflicts, breaches, violations, defaults, liens or security interests which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (ix) B-8 No authorizationconsent, approval, consentauthorization, decree order, registration or order qualification of or with any Maryland court or governmental authority agency or agency body is required under the MGCL for the consummation performance by the Company of its obligations under the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunderSales Agency Agreement, except such as may have been obtained under the Securities Act and such as may be required under state securities or renderedblue sky laws, as the case may be. In rendering its to which we express no opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLPand except in any case where the failure to obtain such consent, in rendering its opinion pursuant approval, authorization, order, registration or qualification would not reasonably be expected to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Marylandhave a Material Adverse Effect.

Opinions. At Closing Time Based upon and relying on the Representatives shall have received: (1) The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as assumptions and limitations set forth in Exhibit A hereto. (2) The favorable opinionherein, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect it is our opinion that: (i) A. The Company has been is duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of MarylandDelaware. (ii) B. The Company is duly qualified as a foreign corporation to transact business in the state of Florida, and is in good standing in every jurisdiction in which the failure to so qualify might reasonably be expected to have a material adverse effect upon the business prospects, financial condition or operating results of the Company. C. The Company has the all necessary corporate power and authority to ownexecute, lease deliver and operate perform the Purchase Agreement and the Documents to which the Company is a party, and to own its properties property and to conduct its business as described in the Time of Sale Information manner in which such business is currently being conducted. D. The Purchase Agreement and the ProspectusDocuments to which the Company is a party have been duly authorized, executed and delivered by the Company, and each such agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with their terms. E. In accordance with subsection 2.2 of the Purchase Agreement, the Company's Certificate of Incorporation authorizes the issuance of 20,000,000 shares of common stock and 1,000,000 shares of Preferred Stock. F. In accordance with subsection 5.8(b) of the Purchase Agreement, the employment agreement dated August 31, 1994 between Xxxxx X. Xxxx and the Company and the consulting agreement dated July 1, 1996 between Xxxxx X. Xxxx and the Company have been terminated and pursuant to such termination, Xxxxx X. Xxxx has released the Company, the Purchaser and Q-Med AB from all liability and obligations whatsoever arising under the aforementioned agreements or the termination thereof, other than those obligations recognized in the Director's Agreement. G. In accordance with subsection 5.10 of the Purchase Agreement, the Company has terminated the following deferred compensation plans and all modification amendments and renewals thereof: (i) the Deferred Compensation Plan Agreement with Xxxxx X. Xxxx dated April 1, 1994; (ii) the Deferred Compensation Plan Agreement with Xxxxx X. Xxxx dated June 1, 1994; (iii) the Deferred Compensation Plan Agreement with Xxxxxx X. Xxxxxx dated January 1, 1994; and (iv) the Deferred Compensation Plan Agreement with Xxxxxxxx X. Xxxx dated January 3, 1994. Moreover, the Company has obtained releases in favor of the Company, the Purchaser and Q-Med AB from the aforementioned individuals releasing the Company, the Purchaser and Q-Med AB from all obligations and liabilities whatsoever arising under the aforementioned plans or the termination thereof. In addition, all deferred compensation amounts arising pursuant to the aforementioned plans have been converted into Company Common Stock at the rate of Four Dollars ($4.00) per share. H. In accordance with subsection 5.9 of the Purchase Agreement, any landlord's consents that may be required under the Real Property leases with respect to the properties leased by the Company to permit such leases to remain in effect on their current terms and conditions following the Closing have been obtained by the Company. I. The Common Stock issuable at the Closing have been duly authorized and reserved for issuance by the Company, there are no statutory or, to our knowledge, contractual or preemptive rights of stockholders with respect to the issuance of such Common Stock, and such Common Stock shall be validly issued, fully paid and nonassessable. J. The execution and delivery by the Company of the Purchase Agreement, the Documents and the other agreements contemplated in the Purchase Agreement, the issuance of the Common Stock to the Purchaser upon Closing, do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, mortgage, security interest, charge or other encumbrance upon the Company's capital stock or assets pursuant to, (d) give any third party the right to accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the Articles, the Company's Bylaws, or, to the best of our knowledge, any law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order, judgment or decree to which the Company is subject and which is known to us. K. As of the Closing Date and giving effect to the transaction contemplated in this Agreement, the authorized capital stock of the Company is consists solely of twenty million (20,000,000) shares of Common Stock, of which 6,773,653 common shares are issued and outstanding, 268,400 common shares (less shares reserved for Purchaser prior to Closing) are reserved for issuance upon exercise of options granted, and 48,185 common shares (including warrants to purchase 3,042 common shares claimed by The University of Florida Research Foundation, Inc.) are reserved for issuance upon exercise of outstanding warrants. Except as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery Schedule 2.2 of the Indenture have been duly and validly Purchase Agreement, there are no outstanding or authorized by all necessary corporate action on the part options, warrants, calls, subscriptions, rights (including any preemptive rights or rights of first refusal), agreements or commitments of any character obligating the Company under to issue any shares of its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectuscapital stock. All of the issued and outstanding shares of the Company's capital stock of Texas HCPare duly authorized, Inc. have been duly authorized and validly issued, are fully paid and non assessable nonassessable and free of preemptive rights. L. To the best of our knowledge, there are owned no (a) outstanding shares of stock or securities convertible into or exchangeable or exercisable for shares of the Company's capital stock, (b) other than as set forth in Schedule 2.2 of the Purchase Agreement, outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or commitments or claims of any character relating to, any such capital stock or any shares of stock or securities convertible into or exchangeable or exercisable for any such capital stock. M. To the best of our knowledge, based on information provided to us by the Company: (i) there have been no material change in the business, directly assets, properties, operations, financial status or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part prospects of the Company since the Balance Sheet Date; (ii) there is no material action, suit, proceeding or investigation against the Company which is pending or threatened before any court, arbitrator or governmental agency or authority; (iii) the Company is not in violation of or in default under the Articles or any judgments, injunctions, orders or decrees binding upon it; and (iv) there is no claim that the Company is not in material violation or default of or under its charter and bylaws and or the MGCL. This Agreement has been duly executed and delivered by agreements required to be listed in Schedule 2.15 to the CompanyPurchase Agreement. (viii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time the Representatives shall have received: (1) The favorable opinionsopinions and negative assurance letter, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Bxxxxxx Xxxxx LLP, Maryland corporate counsel for 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 Maryland. (ii) The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCPThe execution, Inc. has been duly incorporated delivery and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery performance of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viiivii) The issuance and sale of the Securities by the Company and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the Company. (ixviii) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Bxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based upon, and subject to, the Representatives shall have received: (1) The favorable opinionsforegoing assumptions and the qualifications set out below, dated and having regard to such legal considerations as we deem relevant, we are of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect opinion that: (i) 3.1 The Company has been duly incorporated and is a company limited by shares registered under the BVI Business Companies Act, 2004 (as amended) the "Act"), is in good standing at the Registry of Corporate Affairs, is validly existing as a corporation in good standing under the laws of the State of MarylandBritish Virgin Islands and possesses the capacity to xxx and be sued in its own name. (ii) 3.2 The Company has the corporate all requisite power and authority under the Memorandum and Articles to ownenter into, lease execute and operate perform its properties and to conduct its business as described in obligations under the Time of Sale Information and the ProspectusTransaction Documents. (iii) The authorized capital stock of the Company is as set forth in the Base Prospectus under the caption “Description of Capital Stock.” (iv) 3.3 The execution and delivery of the Indenture Transaction Documents do not, and the performance by the Company of its obligations under the Transaction Documents will not conflict with or result in a breach of any of the terms or provisions of the Memorandum and Articles or any law, public rule or regulation applicable to the Company currently in force in the British Virgin Islands. 3.4 The execution, delivery and performance by the Company of the Transaction Documents to which it is a party have been duly authorised by and validly authorized by all necessary corporate action on the part behalf of the Company under its charter and, assuming the Transaction Documents have been executed in accordance with the Resolutions and bylaws and the Maryland General Corporation Law (the “MGCL”). The Indenture has unconditionally delivered, such Transaction Documents have been duly executed and delivered by or on behalf of the Company, and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms. (v) The issuance 3.5 Assuming that the BVI Share Charge has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws, the BVI Share Charge constitutes the legal, valid and binding obligations of the Securities Guarantor enforceable in accordance with its terms. 3.6 No authorisations, consents, approvals, licences, validations or exemptions are required by law from any governmental authorities or agencies or other official bodies in the British Virgin Islands in connection with: (a) the execution, creation or delivery of the Transaction Documents by the Company or the BVI Share Charge by the Guarantor; (b) the enforcement of the Transaction Documents against the Company or the BVI Share Charge against the Guarantor; or (c) the performance by the Company of its obligations under the Transaction Documents or by the Guarantor of its obligations under the BVI Share Charge. 3.7 With the exception of filing fees charged by the Registry of Corporate Affairs in respect of any optional filings made at the Registry of Corporate Affairs, no taxes, fees or charges (including stamp duty) are payable (either by direct assessment or withholding) to the government or other taxing authority in the British Virgin Islands under the laws of the British Virgin Islands in respect of: (a) the execution or delivery of the Transaction Documents or the BVI Share Charge; (b) the enforcement of the Transaction Documents or the BVI Share Charge; or (c) payments made under, or pursuant to, the Transaction Documents or the BVI Share Charge. Companies incorporated or registered under the Act are currently exempt from income and corporate tax. In addition, the British Virgin Islands currently does not levy capital gains tax on companies incorporated or registered under the Act. 3.8 In relation to the Hong Kong Share Charge: (a) the courts of the British Virgin Islands will recognise the security interest created by the Hong Kong Share Charge; (b) no steps are required as a matter of British Virgin Islands law to perfect such security interest. However it is a requirement of the Act that the Company keep a register of all relevant charges created by the Company (the "Register of Charges"), either at the Company's registered office, or at the office of the Company's registered agent. Details of the Hong Kong Share Charge should therefore be entered into the Register. Furthermore, for the purposes of priority, an application should be made to the British Virgin Islands Registrar of Corporate Affairs to register the charges created by the Hong Kong Share Charge at the Registry of Corporate Affairs;[and (c) subject to registration as detailed in paragraph 3.8(b) above, the security interest created by the Hong Kong Share Charge will, as a matter of British Virgin Islands law have priority over any claims by third parties (other than those preferred by law) including any liquidator or a creditor of the Company, subject in the case of a winding up of the Company in a jurisdiction other than the British Virgin Islands to any provisions of the laws of that jurisdiction as to priority of claims in a winding up, save that a floating charge will rank behind a subsequently registered fixed charge unless the floating charge contains a prohibition or restriction on the power of the Company to create any future security interest ranking ahead in priority to or equally with the floating charge. 3.9 In relation to the BVI Share Charge: (a) the BVI Share Charge creates a valid first equitable mortgage over the Secured Shares; (b) no steps are required as a matter of British Virgin Islands law to perfect such security interest; and (c) subject to the insolvency laws applicable to the Guarantor, the security interest created by the BVI Share Charge will have priority over any claims by third parties (other than those preferred by law). 3.10 To protect the interest of the holder of security over the Secured Shares, there may be entered in the register of members of the Company: (a) a statement that the Secured Shares are the subject of security; (b) the name of the holder of the security; and (c) the date on which the statement and name are entered in the register of members. A copy of the register of members may be filed at the Registry of Corporate Affairs. 3.11 Based solely upon our review of the Registered Agent's Certificate and the Register of Members, the following shares with a par value of US$1.00 in the capital of the Company are registered in the name of the following shareholder of the Company and are validly issued, fully paid up and non-assessable: China XD Plastics Company Limited 40,000 3.12 On the basis of our searches conducted at the Registry of Corporate Affairs and at the High Court Registry on [●] 2014, no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver over the Company, or any of its assets, appears on the records maintained in respect of the Company. It is a requirement that notice of appointment of a receiver made under section 118 of the Insolvency Xxx 0000 be registered with the Registry of Corporate Affairs under section 118 of the Insolvency Xxx 0000. However, it should be noted that there is no mechanism to file with the Registry of Corporate Affairs notice of an appointment of a receiver made under foreign legislation. 3.13 Based solely on our inspection of the High Court Registry from the date of incorporation of the Company, there were no actions or petitions pending against the Company in the High Court of the British Virgin Islands as at the time of our searches on [●] 2014. 3.14 On the basis of our search conducted at the Registry of Corporate Affairs, no charge created by the Company has been registered pursuant to section 163 of the IndentureAct. [OR: Our search at the Registry of Corporate Affairs revealed the existence of a filed register of charges in respect of the Company, a copy of which is attached as Annexure D.] [to be confirmed] 3.15 None of the parties to the Transaction Documents (other than the Company) or the BVI Share Charge is or will be deemed to be resident, domiciled or carrying on business in the British Virgin Islands by reason only of the negotiation, preparation, execution, performance and/or enforcement of the Transaction Documents or the BVI Share Charge or (in the case of a holder of Notes) by reason only of holding a Note. A holder of the Notes will not be subject to taxation under the laws of the British Virgin Islands by reason only of the acquisition, ownership or disposal of a Note. 3.16 The Initial Purchasers and the offer and sale Trustee each has standing to bring an action or proceedings before the appropriate courts in the British Virgin Islands for the enforcement of the Securities pursuant Transaction Documents and the BVI Share Charge. None of the Initial Purchasers, the Trustee or any holder of a Note is required to this Agreementbe licensed, qualified or otherwise entitled to carry on business in the British Virgin Islands in order to enforce its rights under the Transaction Documents or the BVI Share Charge in the British Virgin Islands, or as a consequence of the execution, delivery or performance of the Transaction Documents or the BVI Share Charge. 3.17 The obligations of the Company under the Transaction Documents will rank at least pari passu in priority of payment with all other unsecured unsubordinated obligations of the Company, other than those preferred by the laws of the British Virgin Islands. 3.18 The Company is not entitled to any immunity under the laws of the British Virgin Islands whether characterised as sovereign immunity or otherwise for any legal proceedings in the British Virgin Islands to enforce or to collect upon the Transaction Documents. 3.19 Each of the Transaction Documents and the BVI Share Charge is in such legal form that it may be enforced under the laws of the British Virgin Islands. 3.20 It is not necessary in order to ensure the legality, validity, enforceability or admissibility in evidence in the British Virgin Islands of the Transaction Documents, or subject to paragraph 3.9 above the BVI Share Charge, that any document be filed, recorded or enrolled with any governmental authority or agency or any official body in the British Virgin Islands. 3.21 There is no exchange control legislation under British Virgin Islands law and accordingly there are no exchange control regulations imposed under British Virgin Islands law. The Company, acting as principal, is free to acquire, hold and sell foreign currency and securities without restriction. 3.22 Any monetary judgment in the courts of the British Virgin Islands in respect of a claim brought in connection with the Transaction Documents or the BVI Share Charge is likely to be expressed in the currency in which such sum is made, because such courts have been power to grant a monetary judgment expressed otherwise than in the currency of the British Virgin Islands, but they may not necessarily do so. 3.23 There are no usury or interest limitation laws in the British Virgin Islands which would restrict the recovery of payments from the Company in accordance with the Transaction Documents or from the Guarantor in accordance with the BVI Share Charge. 3.24 The courts of the British Virgin Islands will observe and give effect to the choice of New York law or Hong Kong law (as the case may be) as the governing law of the Transaction Documents. The submission by the Company in the Transaction Documents to the non-exclusive jurisdiction of the courts of New York or Hong Kong (as the case may be) is legal, valid and binding upon the Company assuming that the same is true under New York law or Hong Kong law (as the case may be) and under the laws, rules and procedures applying in the courts of New York or Hong Kong (as the case may be). 3.25 Service of process in the British Virgin Islands on the Company may be effected by leaving at the registered office of the Company the relevant document to be served. On the basis of our search at the Registry of Corporate Affairs, the registered office of the Company is at TMF X.X.X. Xxx., X.X. Xxx 000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx. 3.26 The appointment by the Company in the Transaction Documents of an agent to accept service of process in New York is legal, valid and binding on the Company assuming the same is true under the governing law of the Transaction Documents and does not conflict with or result in a breach of any law, public rule or regulation applicable to the Company currently in force in the British Virgin Islands. 3.27 Any final and conclusive judgment obtained against the Company in (i) the courts of New York in respect of the Transaction Documents (other than the Hong Kong Share Charge), or (ii) the courts of Hong Kong in respect of the Hong Kong Share Charge, in each case for a definite sum, may be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issues would be necessary provided that in respect of the foreign judgment: (a) the foreign court issuing the judgment had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly authorized served with process; (b) the judgment given by all necessary corporate action the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation person in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly whose favour judgment was given or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice. 3.28 The statements in the Preliminary Offering Circular and the MGCL. This Agreement has been duly executed Final Offering Circular (as such terms are defined in the Purchase Agreement) under the captions "Risk Factors", "Enforcement of Civil Liabilities", "Plan of Distribution" and delivered by the Company. (viii) The issuance and sale “Taxation” are accurate insofar as they are summaries of the Securities by the Company laws and the compliance by the Company with the provisions of this Agreement and the Indenture and the consummation regulations of the transactions contemplated hereby and thereby, will not result in any violation of the provisions of the charter or bylaws of the CompanyBritish Virgin Islands. (ix) No authorization, approval, consent, decree or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation by the Company of the transactions contemplated by this Agreement or in connection with the sale of the Securities hereunder, except such as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that each of Sidley Austin LLP, in rendering its opinion pursuant to Section 5(b)(4), and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws of the State of Maryland.

Opinions. At Closing Time Based upon our examination of the Representatives shall have receivedforegoing, in reliance thereon, and subject thereto, we are of the opinion that, as of the date hereof: (1) . The favorable opinions, dated as of Closing Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Company, as set forth in Exhibit A hereto. (2) The favorable opinion, dated as of Closing Time, of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and scope satisfactory to counsel for the Underwriters, to the effect that: (i) The Company has been duly incorporated and Corporation is a corporation validly existing as a corporation and in good standing under the laws of the State of Maryland. (ii) The Company has the , with corporate power and authority to ownown or lease, lease and operate as the case may be, its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus; 2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company; 3. The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding agreement, 4. The Notes are in the form contemplated by the Indenture, have been duly authorized and executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price as specified in the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and will be entitled to the benefits of the Indenture; 5. The statements set forth in the Time of Sale Information and the Prospectus under the captions (i) “Description of the notes”, insofar as they purport to constitute a summary of the terms of the Notes and the Indenture, and (ii) “Material federal income tax considerations” and “Supplemental U.S. federal income tax consequences,” insofar as such statements constitute a summary of the legal matters referred to therein, are accurate descriptions or summaries in all material respects; 6. The Registration Statement, the Preliminary Prospectus, each free writing prospectus contained in the Time of Sale Information and the Prospectus. , in each case, including the documents incorporated therein by reference, and any further amendments and supplements thereto, as applicable, made by the Company prior to the Closing Date (iiiother than the exhibits, financial statements and related schedules and other financial data included therein, as to which we express no opinion) The authorized capital stock comply as to form in all material respects with the requirements of the Company is as set forth in Act, the Base Prospectus Exchange Act and the Trust Indenture Act and the rules and regulations thereunder; it being understood, however, we express no view with respect to Regulation S-T promulgated under the caption “Description of Capital Stock.”Act; (iv) The execution and delivery of the Indenture have been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the Maryland General Corporation Law (the “MGCL”)7. The Indenture has been duly executed and delivered by the Company. (v) The issuance of the Securities pursuant to the Indenture, and the offer issue and sale of the Securities pursuant to this Agreement, have been duly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. (vi) Texas HCP, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding shares of capital stock of Texas HCP, Inc. have been duly authorized and validly issued, are fully paid and non assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. (vii) The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company under its charter and bylaws and the MGCL. This Agreement has been duly executed and delivered by the Company. (viii) The issuance and sale of the Securities Notes by the Company pursuant to the Underwriting Agreement and the compliance by execution, delivery and performance of the Company with the provisions of this Underwriting Agreement and the Indenture and the consummation of the transactions therein contemplated hereby and therebydo not: (i) result in a breach of, will not a default under, the acceleration of indebtedness under, or the imposition of a lien or security interest under any Material Contract; (ii) result in any violation of the provisions of the charter Certificate or bylaws Bylaws, in each case as currently in effect; (iii) violate the General Corporation Law of the State of Maryland or any federal or New York statute, rule or regulation applicable to the Company. ; or (ixiv) No authorization, approval, require any consent, decree approval or order of any Maryland court or governmental authority or agency is required under the MGCL for the consummation authorization to be obtained by the Company from, or any registrations, filings or qualifications to be made by the Company with, any governmental agency or body under the General Corporation Law of the transactions contemplated by this Agreement State of Maryland or any federal or New York statute, rule or regulation applicable to the Company except as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters; and 8. The Company is not, and after receipt of payment for the Notes and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Preliminary Prospectus and the Prospectus will not be, an “investment company” within the meaning of the Investment Company Act. 9. The Registration Statement was automatically effective upon filing with the Commission under the Securities Act on March 7, 2014. To our knowledge, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the Company’s use of the automatic shelf registration form. To our knowledge, 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). The required filing of each free writing prospectus contained in the Time of Sale Information pursuant to Rule 433 under the Securities Act has been made in the manner and within the time period required by such Rule 433. 10. To our knowledge, except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company is or may be a party or to which any property of the Company is or may be the subject that, individually or in the aggregate, if determined adversely to the Company, could reasonably be expected to have a Material Adverse Effect. To our knowledge, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others. 11. To our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments 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 incorporated by reference as exhibits thereto. 12. Neither the issuance, sale and delivery of the Securities hereunder, except such nor the application of the proceeds thereof by the Company as may have been obtained or rendered, as the case may be. In rendering its opinion, Xxxxxxx Xxxxx LLP shall state that described in each of Sidley Austin LLPthe Registration Statement, in rendering its opinion pursuant to Section 5(b)(4)the Time of Sale Information and the Prospectus will violate Regulation T, and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in rendering its opinions pursuant to Section 5(b)(1), may rely upon such opinion as to matters arising under the laws U or X of the State Board of MarylandGovernors of the Federal Reserve System or any other regulation of such Board of Governors.