(e) an executed copy of the Underwriting Agreement, dated November 21, 2019 (the “Underwriting Agreement”), among the Company, Barclays Capital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC as representative of the several Underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Notes;
(f) an executed copy of the Base Indenture;
(g) an executed copy of the Fourth Supplemental Indenture;
(h) the global certificate (the “Note Certificate”) evidencing the Notes, in the form executed by the Company and registered in the name of Cede & Co., delivered by the Company to the Trustee for authentication and delivery;
(i) a copy of the amended and restated articles of incorporation of the Company, as certified by the Secretary of State of the State of Nevada;
(j) a copy of the amended and restated bylaws of the Company, in effect as of the date hereof; and
(k) a copy of certain resolutions of the Board of Directors of the Company, adopted November 18, 2019, and certain resolutions of the pricing committee thereof, adopted November 21, 2019.
I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions stated below.
In my examination, I have assumed the genuineness of all signatures including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the factual representations and warranties contained in the Underwriting Agreement.
I do not express any opinion with respect to the laws of any jurisdiction other than the corporate laws of the State of Nevada.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, I am of the opinion that the issuance of the Notes has been duly authorized by all requisite corporate action on the part of the Company under the laws of the State of Nevada.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form8-K being filed on the date hereof and incorporated by reference into the Registration Statement and Prospectus. In giving this consent, I do not thereby
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