January 11, 2019
Page 2
of directors, board of managers, sole member or ultimate sole member, as applicable, of each of the Iowa Companies with respect to the Exchange Notes and the Exchange Guarantees, certificates of existence issued by the Iowa Secretary of State dated as of a recent date with respect to each of the Iowa Companies, and such other documents, agreements, instruments and limited liability company records as we have deemed necessary or appropriate for the purpose of issuing this opinion letter. We have obtained from officers and other representatives and agents of the Iowa Companies and from public officials, and have relied upon, such certificates, representations and assurance as we have deemed necessary and appropriate for the purpose of issuing this opinion letter.
Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) the obligations of each party set forth in the documents we have received are its valid and binding obligations, enforceable against such party in accordance with their respective terms; (ii) the statements of fact and representations and warranties set forth in the documents we reviewed are true and correct as to factual matters; (iii) each natural person executing a document has sufficient legal capacity to do so; (iv) all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (v) all limited liability company and corporate records made available to us by the Iowa Companies, and all public records we have reviewed, are accurate and complete.
We are qualified to practice law in the State of Iowa. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Iowa, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to the laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules, or regulations, including, without limitation, any federal securities or bankruptcy laws, rules or regulations, any state securities or “blue sky” laws, rules or regulations or any state laws regarding fraudulent transfers.
Based on the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, we are of the opinion that:
1. Each Iowa Company is validly existing as a corporation or limited liability company, as applicable, duly formed and in good standing under the laws of the State of Iowa.
2. Each Iowa Company has the corporate or limited liability company power and authority, as applicable, to execute, deliver and perform its obligations under the Indenture and the Registration Rights Agreement, including the Exchange Notes and the Exchange Guarantees as applicable.
