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| | January 11, 2019 Page 2 |
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 Nevada Companies, and all public records we have reviewed, are accurate and complete.
We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, 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. The Company is validly existing as a corporation duly formed and in good standing under the laws of the State of Nevada. Each of the Nevada Guarantors is validly existing as a corporation or limited liability company, as applicable, and in good standing under the laws of the state of Nevada.
2. The Company has full corporate power and authority, and each of the Nevada Guarantors has the corporate or limited liability company, as applicable, power and authority 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.
3. Each of the Nevada Companies has duly authorized the execution and delivery of the Indenture and the Registration Rights Agreement, and the performance of its obligations thereunder.