During the course of such examination and review, and in connection with furnishing the opinions set forth below, we have assumed (i) the truth, accuracy and completeness of all documents and records that we have reviewed, (ii) the genuineness of all signatures, (iii) the authority of the person or persons who executed any such documents on behalf of any person or entity (other than the Company or any of the Guarantors), (iv) the legal capacity of all natural persons, (v) the authenticity of the documents submitted to us as originals, (vi) the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies, (vii) there has been no mutual mistake of fact or misunderstanding, or fraud, duress or undue influence, in connection with the negotiation, execution and delivery of the Indenture, the Guarantees contained therein, and the Exchange Notes and the conduct of all parties to the Indenture has complied with any requirements of good faith, fair dealing and conscionability and (viii) there are and have been no usage of trade or course of prior dealings among the parties that would, in either case, define, supplement or qualify the terms of the Indenture , the Guarantees contained therein or the Exchange Notes. We have also assumed that (i) the Trustee is and has been duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the Trustee had and has the power and authority to enter into and perform its obligations under, and has duly authorized, executed and delivered the Indenture, (iii) the Indenture is the valid and legally binding obligation of the Trustee, and (iv) the Exchange Notes will be duly authenticated by the Trustee in the manner provided in the Indenture. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency action covered by this opinion letter unless a reported decision of a federal court or a court in the applicable jurisdiction has established its constitutionality or invalidty.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, when the Registration Statement becomes effective and the Exchange Notes have been duly executed on behalf of the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indenture and as contemplated by the Registration Statement, the Exchange Notes and the Guarantees will constitute valid and binding obligations of the Company and each of the Guarantors, respectively, subject in each case to the effects of (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally (including, without limitation, the effect of statutory or other laws regarding preferential transferees), and (ii) general equitable principles (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding at law or in equity).
Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions expressed herein are limited to, the corporate laws of the Commonwealth of Virginia, the corporate, limited liability company and partnership laws of the state of Delaware, the corporate and limited liability company laws of the state of Kentucky, the limited liability company laws of the state of West Virginia, the corporate laws of the state of North Carolina, the corporate laws of the state of Tennessee, the corporate and limited liability company laws of the state of Indiana, the laws of the state of New York (such state corporate, limited liability company and partnership laws, other than those of the State of New York and Delaware, collectively, the “Other Corporate Laws”) and the federal laws of the United States of America. We are not members of the state bar of Indiana, Kentucky, Virginia and West Virginia and we do not purport to be experts on the laws of such state. To the extent that our opinions herein involve consideration of any of the Other Corporate Laws, such consideration is based on our review of unofficial compilations thereof published by Prentice Hall Information Services as supplemented as of the date hereof. We express no opinion as to whether any court of any jurisdiction will give effect to the governing law provisions set forth in the Indenture or the Exchange Notes.
