We have also reviewed a copy of the Registration Statement. B. Jurisdiction We are solicitors qualified to practise law in the Province of Ontario and, we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario (“Applicable Laws”). C. Scope of Examination In connection with the opinions expressed in this letter, we have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary for the purposes of the opinions expressed in this letter. D. Assumptions and Reliances In expressing the opinions in paragraph 1 under Section E, we have relied solely upon a certificate of compliance issued by the Department of Industry Canada, dated April 4, 2011, a copy of which has been delivered to you. For purposes of the opinions expressed in this letter, we have assumed: (a) the legal capacity of all individuals, the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies; (b) that all facts set forth in all certificates supplied, or otherwise conveyed to us, by public officials are true; and (c) that each of the Documents has been duly authorized, executed and delivered by, and is enforceable in accordance with their respective terms against, all parties to them other than the Canadian Guarantor. E. Opinions On the basis of the foregoing, we are of the opinion that: 1. The Canadian Guarantor has been duly incorporated and is a validly existing corporation under the laws of Canada. 2. The Canadian Guarantor has all necessary corporate power and capacity to enter into each of the Documents to which it is a party and to perform its obligations under the applicable Documents. | 
