Meredith Corporation
August 11, 2021
Page 2
Document and certificates and other inquiries of officers and other representatives of the Opinion Party, including the Officer’s Certificate. We have assumed the factual matters contained in certificates from public officials remain true and correct as of the date hereof. We have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion.
We have assumed the legal capacity and competence of natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies, and the completeness of all documents reviewed by us. We have also assumed, without independent verification, (i) that the parties to the Opinion Document and the other agreements, instruments and documents executed in connection therewith, other than the Opinion Party, have the power (including, without limitation, corporate power) and authority to enter into and perform the Opinion Document and such other agreements and documents, (ii) the due authorization, execution and delivery by such parties, other than the Opinion Party, of the Opinion Document and such other agreements and documents, (iii) that the Opinion Document and such other agreements and documents constitute legal, valid and binding obligations of each such party, including the Opinion Party, enforceable against each such party in accordance with their respective terms and (iv) that the information in the Officer’s Certificate was true and correct as of the date of the Officer’s Certificate and remains true and correct as of the date hereof as if the Officer’s Certificate were dated the date hereof.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that:
1. | Based solely on the Good Standing Certificate, the Opinion Party is a corporation presently active and validly existing under the laws of the State of Arizona. |
2. | The Opinion Party has the corporate power and authority to enter into and perform its obligations under the Indenture and to incur the obligations provided therein and has taken all corporate action necessary to authorize the execution, delivery and performance of the Indenture. |
3. | The Indenture has been duly executed and delivered on behalf of the Opinion Party. |
The foregoing opinions are subject to the following exceptions, limitations and qualifications:
(a) Our opinion is subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, avoidable transfers, marshalling or similar laws affecting creditors’ rights and remedies generally; and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law).