We have examined originals or copies certified or otherwise identified to our satisfaction as being true copies of the Registration Statement, the Indenture, the Registration Rights Agreement, the form of the Exchange Notes, the articles of organization and operating agreements of each of the Subsidiaries, the resolutions of the board of managers, board of directors, sole member or ultimate sole member, as applicable, of each of the Subsidiaries with respect to the Exchange Notes and the Exchange Guarantees, good standing certificates dated as of a recent date with respect to each of the Subsidiaries, 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 Subsidiaries 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.
Terms used in this opinion but not defined herein have the same meanings as set forth in that certain Purchase Agreement dated as of September 6, 2018 (the “Purchase Agreement”) by and among Delta Merger Sub, Inc., a Delaware corporation (the “Escrow Issuer”), a wholly owned subsidiary of the Company and J.P. Morgan Securities LLC, acting on behalf of itself and as the representative of the several Initial Purchasers listed in the Purchase Agreement (the “Representative”). In rendering the opinions expressed herein, we have also examined the following (collectively, along with the documents referenced in the preceding paragraph of this Opinion, referred to herein as the “Transaction Documents”) : (i) an executed copy of the Purchase Agreement, (ii) an executed copy of the Purchase Agreement Joinder dated as of October 1, 2018, among the Subsidiaries, the other Guarantors party thereto, and the Representative, (iii) an executed copy of the Notes and the Guarantee (including the Notation of Guarantee executed by the Guarantors, the “Guarantee”), (v) an executed copy of the Registration Rights Agreement and the Registration Rights Agreement Joinder dated as of October 1, 2018, among the Subsidiaries and the other Guarantors party thereto (vi) the Time of Sale Information and (vii) the Offering Memorandum dated September 6, 2018 relating to the Securities (the “Offering Memorandum”).
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 records made available to us by the Subsidiaries, and all public records we have reviewed, are accurate and complete.
