August 16, 2019
Page 2
The Notes are to be issued under the Fourteenth Supplemental Indenture, dated as of December 12, 2017 (the “Supplemental Indenture”), to the original Indenture, dated as of July 28, 2006 (as supplemented by the Supplemental Indenture, the “Indenture”), by and between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”). The Notes are being issued and sold to the several underwriters named in the Terms Agreement (the “Underwriters”), dated as of August 13, 2019 (including the terms of the related Underwriting Agreement, dated as of September 4, 2018, and attached as Annex A thereto and made a part thereof, the “Terms Agreement”), by and among the Operating Partnership, the Company and the Underwriters. The Terms Agreement, the Indenture and the Notes collectively are referred to herein as the “Transaction Documents.”
In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Duke Entities, including, without limitation, resolutions adopted by the boards of directors or other governing bodies or controlling entities of the Duke Entities and the organizational documents of the Duke Entities (in each case, as amended or restated), certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Duke Entities, certificates of public officials, the Registration Statement and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have relied conclusively upon the representations, warranties and statements made in originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements documents and instruments entered into by the Duke Entities in connection with the issuance of the Notes, including, without limitation, the Transaction Documents, certificates and statements of responsible officers of the Duke Entities, and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.
In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Our opinion set forth below is limited to the Indiana Business Corporation Law, applicable provisions of the Constitution of the State of Indiana and reported judicial decisions interpreting such Corporation Law and Constitution that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Transaction Documents, the laws of the State of New York and federal laws of the United States of America to the extent referred to specifically herein, and we do not express any opinion herein concerning any other laws, statutes, ordinances or regulations.
