Based on and subject to the foregoing and the qualifications and limitations set forth herein, and having regard for such legal considerations as I have deemed relevant, it is my opinion that (i) the Corporation is validly existing as a corporation under the Georgia Business Corporation Code; (ii) the Corporation has the corporate power under the Georgia Business Corporation Code to execute and deliver the Securities; (iii) the common stock (including any common stock duly issued upon the exchange or conversion of debt securities or preferred stock that is exchangeable for or convertible into common stock and receipt by the Corporation of any additional consideration payable upon such conversion, exchange or exercise in accordance with the terms of such debt securities or preferred stock, as applicable), upon the receipt by the Corporation of the consideration for which the Corporation’s board of directors authorized the issuance of the common stock, will be validly issued, fully paid and nonassessable; and (iv) the preferred stock, upon the receipt by the Corporation of the consideration for which the Corporation’s board of directors authorized the issuance of the preferred stock, will be validly issued, fully paid and nonassessable.
The foregoing opinions are based on and limited to the Georgia Business Corporation Code, and I express no opinion as to the laws of any other jurisdiction.
This opinion letter is furnished to you for your use in connection with the Registration Statement. This opinion letter may not be relied upon by you for any other purpose, or furnished to, quoted to, or relied upon by any other person, firm or corporation, for any purpose, without my prior written consent, except that this opinion letter may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law.
This opinion letter is delivered as of the date hereof, and I undertake no obligation to advise you of any changes in applicable law or any other matters that may come to my attention after the date hereof.
I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of my name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. Wachtell, Lipton, Rosen & Katz may rely on the opinions expressed herein, insofar as they relate to the Georgia Business Corporation Code, for purposes of delivering its opinion letter in connection with the validity of the Securities.
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Sincerely, |
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/s/ David L. Green |
David L. Green |
Senior Executive Vice President, General Counsel and Corporate Secretary |
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