Exhibit 5.4
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Richard J. Miller, Of Counsel Direct Telephone: 561-820-0274 Direct Fax: 888-325-9184 richard.miller@lockelord.com |
February 21, 2020
Endurance International Group Holdings, Inc.
10 Corporate Drive, Suite 300
Burlington, Massachusetts 01803
Ladies and Gentlemen:
We have acted as special Florida counsel for HostGator.com LLC, a Florida limited liability company (the “Company”), in connection with (i) the Registration Statements on FormS-3 (the “Registration Statements”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with market-making activities by an affiliate of EIG Investors, Corp., a Delaware corporation (the “Issuer”), in respect of the Issuer’s 10.875% Senior Notes due 2024 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Company, a subsidiary of the Issuer, and several additional guarantors identified in the Indenture (as defined below). The Indenture includes the guarantees of the Notes by the Company and each other guarantor party thereto. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent, if any, otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of the assumptions or items upon which we have relied. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Indenture.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed necessary for the purposes of such opinions. We have examined, among other items, the following documents dated as of the date hereof unless otherwise specified:
| (1) | an executed copy of the Indenture dated as of February 9, 2016 (the “Initial Indenture”), by and among the Company, the Issuer, the other Endurance Guarantors (as defined therein) party thereto, and Wilmington Trust, National Association, as Trustee, as supplemented by the First Supplemental Indenture thereto dated as of February 9, 2016 (the “First Supplemental Indenture”) and theSecond Supplemental Indenture thereto dated as of April 25, 2019 (the “Second Supplemental Indenture” and together with the Initial Indenture and the First Supplemental Indenture, the “Indenture”) including all Exhibits thereto; |
| (2) | a copy of the Articles of Organization for the Company, as amended and as certified on a recent date by the Secretary of State of the State of Florida, the |
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February 21, 2020
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| Company’s Operating Agreement, as amended, and other consents, resolutions or documentation relevant to the Company or the transactions contemplated by the Registration Statements, certified to us by an Opinion Certificate of the Chief Legal Officer and Secretary of the Company and the Secretary’s Certificate referenced therein, as being complete and correct and in full force and effect as of the date hereof; |
| (3) | Written Consent Adopted by the Sole Member of the Company, dated February 7, 2016; and |
| (4) | a copy of a certificate, dated February 19, 2020, of the Secretary of State of the State of Florida as to the existence and good standing of the Company as of such date (the “Good Standing Certificate”). |
The Indenture referred to in item (1) above is sometimes referred to herein as the “Credit Document.” The organizational documents described in items (2) and (3) above are referred to herein as “Certified Organizational Documents.”
In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Credit Document and certificates and oral or written statements and other information of or from representatives of the Company, including the Opinion Certificate and the Officer’s Certificate referred to therein, and others and assume compliance on the part of the Company with its covenants and agreements contained therein. In connection with the opinions expressed in the first sentence of paragraph (a) below, we have relied solely upon the Good Standing Certificate as to the factual matters and legal conclusions set forth therein.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
(a) The Company is a limited liability company existing in good standing under the laws of the State of Florida as of February 19, 2020. The Company has the limited liability company power to execute and deliver, and to incur and perform its obligations under, the Credit Document, including its Guarantee.
(b) The execution and delivery by the Company of the Credit Document to which it is a party, including its Guarantee, and the performance by the Company of its obligations under the Credit Document and its Guarantee have been authorized by all necessary limited liability company action by the Company.
(c) The Credit Document, including the Guarantee to which the Company is a signatory has been duly executed and delivered on behalf of the Company.
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The opinions set forth above are subject to the following qualifications and limitations:
(A) We assume the enforceability of the Credit Document as to the Company and to all other Persons and express no opinion as to the foregoing.
(B) For purposes of our opinions above, we have assumed that the Company’s obligations under the Credit Document are, and would be deemed by a court of competent jurisdiction to be, necessary or convenient to the conduct, promotion or attainment of the Company’s business.
(C) To the extent it may be relevant to the opinions expressed herein, we have assumed that the parties to the Credit Document (other than the Company) have the power to enter into and perform such documents and to consummate the transactions contemplated thereby and that such documents have been duly authorized, executed and delivered by, and constitute legal, valid and binding obligations of, such parties.
(D) We express no opinion as to the application of, and our opinions above are subject to the effect, if any, of, any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation or preferential transfer law.
(E) We have not made any investigation of and do not express an opinion as to (i) the descriptions for or any matters of title pertaining to property (whether real, fixtures, personal or mixed) of the Company, or (ii) the validity, perfection, or priority of liens relevant thereto.
(F) The opinions expressed herein are limited to the law of the State of Florida.
(H) We express no opinion with respect to:
(a) any exculpation or indemnification that is against public policy;
(b) any waiver of legal rights to the extent such waiver is against public policy.
We hereby consent to the filing of this opinion as Exhibit 5.4 to the Registration Statements and to the reference to this firm in the Registration Statements and the related prospectus under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statements, including this Exhibit, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission issued thereunder.
Our opinions are limited to those expressly set forth herein, and we express no opinions by implication. The opinions expressed herein are solely for the benefit of the addressee hereof and your assignees and may not be relied on by such addressee or such other persons or entities for any other purpose or in any manner or for any purpose by any other person or entity. With respect to our opinions herein (i) this opinion letter speaks only as of the date hereof, and (ii) we
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have no responsibility or obligation to update this opinion letter, to consider its applicability or correctness to any person or entity other than its addressee, or to take into account changes in law, facts or any other developments of which we may later become aware.
Very truly yours,
/s/ Locke Lord LLP
LOCKE LORD LLP