250,000 Shares NRG Energy, Inc. 2.822% Perpetual Convertible Preferred Stock, par value $0.01 per share AMENDMENT AGREEMENTAmendment Agreement • December 30th, 2014 • NRG Energy, Inc. • Electric services • New York
In rendering this opinion, I have examined (i) originals or confirmed copies of the Amended and Restated Certificate of Incorporation, as amended, and Second Amended and Restated Bylaws of the Company, (ii) originals or copies of the resolutions of the board of directors and the finance and risk management committee of the board of directors of the Company approving the Transaction Documents and (iii) such corporate records, agreements and instruments of the Company, and such other documents, records and matters of law as I have deemed necessary for purposes of this opinion. With respect to all documents examined by me, I have assumed that (i) all signatures on documents examined by me are genuine, (ii) all documents submitted to me as originals are authentic and (iii) all documents submitted to me as copies conform with the original copies of those documents.
