(iii) originals, or copies identified to our satisfaction as being true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter.
“Applicable Law” means the laws of the Commonwealth of Virginia.
Assumptions Underlying Our Opinions
For all purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:
(a)Factual Matters. To the extent that we have reviewed and relied upon (i) certificates of the Company or authorized representatives thereof and (ii) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters.
(b)Authentic and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original documents.
(c)Documents Binding on Certain Parties. The Sales Agreement and the documents required or permitted to be delivered thereunder are valid and binding obligations of the parties thereto, enforceable against such parties in accordance with their terms.
(d)No Mutual Mistake, Amendments, etc. There has not been any mutual mistake of fact, fraud, duress or undue influence in connection with the transactions contemplated by the Sales Agreement. There are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Sales Agreement.
Our Opinions
Based on and subject to the foregoing and the exclusions, qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that:
1.Organizational Status.The Company is a validly existing corporation under the laws of the Commonwealth of Virginia, and is in good standing under such laws.
2.Power and Authority; Authorization. The Company has the corporate power and authority to issue the Shares.
3.Validity of the Shares. When (i) the Shares have been issued and sold as contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement, (ii) the Company has received the consideration provided for in the Sales Agreement, (iii) such consideration per share is not less than the amount specified in the Board Resolutions and (iv) certificates in the form required under the laws of the Commonwealth of Virginia representing the Shares have been duly executed, countersigned, registered and delivered in accordance with the instructions of the Agent, if such Shares are represented by certificates, or, if such Shares are not represented by certificates, book-entry notations in the form required under the laws of the Commonwealth of Virginia have been duly made in the share register of the Company in accordance with the instructions of the Agent, such Shares will be validly issued, fully paid andnon-assessable.
Qualifications and Limitations
The opinions set forth above are limited to the Applicable Law, and we do not express any opinion concerning any other law.
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