DICKINSON WRIGHT PLLC
March 18, 2021
Page 2
In our capacity as such special counsel, we have examined the Registration Statement, including the Prospectus, and the Indenture. We also have examined the originals, duplicates, certified, or conformed copies, of such corporate and other records, agreements, documents, and other instruments and have made such other investigations as we have deemed relevant or necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company, the Issuer and the Guarantor. The documents that we have examined or otherwise identified to our satisfaction include but are not limited to:
1) Articles of Incorporation of Guarantor, dated December 30, 1998, as certified by the Nevada Secretary of State (the “Secretary of State”) on March 10, 2021, and certified to us by an officer of the Guarantor as being complete and in full force and effects as of March 18, 2021;
2) The Secretary Certificate of the Assistant Secretary of Guarantor, dated March 18, 2021;
3) Bylaws of Guarantor adopted December 31, 1998 and certified to us by an officer of the Guarantor as being complete and in full force and effects as of March 18, 2021;
4) Certificate of Existence with Status in Good Standing for Guarantor (the “Good Standing Certificate”) dated March 10, 2021 as certified by the Secretary of State on March 10, 2021, and certified to us by an officer of the Guarantor as of March 18, 2021;
5) Action Taken Without a Meeting by Unanimous Written Consent of the Board of Directors of Guarantor, dated March 10, 2021, and as certified by and certified to us by an officer of the Guarantor as of March 18, 2021; and
6) Confirmation on March 18, 2021, from the staff of the Commission with respect to the effectiveness of the Registration Statement, and the absence of stop order proceedings applicable to the Registration Statement.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or are the Issuer’s valid and legally binding obligations and that the Indenture is the valid and legally binding obligation of the Company, the Issuer, the other guarantors named therein (excluding the Guarantor) and the Trustee.
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