(iv) | a duplicate of the global note representing the Notes; and |
(v) | the limited partnership agreements, as amended and restated, of the Québec Guarantors (the “Partnership Agreements”), among the general partners and the limited partners party thereto. |
For the purposes of the opinions expressed below, we have considered such questions of law as we have deemed necessary and have made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and such other certificates, documents and records as we have considered necessary or relevant and have relied, without independent verification or investigation, on all statements as to matters of fact contained in such documents, including Certificates of Attestation issued by the Registraire des entreprises du Québec for each of the Québec Guarantors , Blackstone Holdings IV GP Sub and Blackstone Holdings IV GP dated December 5,, 2024.
This opinion is being provided at the request of the Company.
Unless otherwise defined herein, capitalized terms have the meaning given to them in the Indenture.
ASSUMPTIONS AND RELIANCE
For the purposes of the opinions expressed below, we have assumed, without independent investigation or inquiry, that:
(a) | with respect to all documents examined by us, the signatures are genuine, the individuals signing such documents had legal capacity at the time of signing, all documents submitted to us as originals are authentic, and certified, conformed or photocopied copies, or copies transmitted electronically or by facsimile, conform to the authentic original documents; |
(b) | the indices and records in all filing systems maintained in all public offices where we have searched or inquired or have caused searches or inquiries to be conducted are accurate and current, and all certificates and information issued or provided pursuant thereto are and remain accurate and complete; |
(c) | the facts stated in the Certificates of Attestation are accurate as of the date given and continue to be true as of the date hereof; and |
(d) | at the time of execution, delivery and performance of the Notes and the Guarantees, the Indenture will be the valid and legally binding obligation of each party thereto other than the Québec Guarantors. |
LAWS ADDRESSED
The opinions expressed in this letter are limited exclusively to the laws of the Province of Québec and the federal laws of Canada applicable therein.
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