6. the form of 5.750% Senior Notes due 2026, including the Guarantees, which is attached to the Third Supplemental Indenture and included as Exhibit 4.5 to the Registration Statement.
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and by-laws, as amended, of the Company, certified by the Company as in effect on the date of this letter, and copies of resolutions of the board of directors of the Company relating to the issuance of the Guarantees, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company and the Issuer made in the Documents and upon certificates of public officials and the officers of the Company and the Issuer.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Notes and the Guarantees will be issued as described in the Registration Statement, (ii) that the Notes and the Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such forms will be properly added and (iii) that the Indenture and the Notes will be duly authorized and executed by, and constitute the legal, valid and binding obligations of, the Issuer. We have also assumed, without independent investigation, that the Indenture will be duly authorized and executed by, and constitute the legal, valid and binding obligation of the Trustee.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that when the Notes are duly issued, authenticated and delivered by the Issuer against consideration as set forth in the Registration Statement and in accordance with the terms of the Indenture, the Guarantees will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that enforceability of the Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
The opinion expressed above is limited to the laws of the State of New York. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
|
| Very truly yours, |
| /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP |
|
| PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
