(iii) | Save as set out herein, nothing is to be taken to express an opinion in respect of any statement, representation or warranty made or given by or in respect of the Company in the Indenture (including the Guarantee). |
(iv) | The concept of a seal to be affixed to a document in order to make such document binding on the Company is not known or required under Dutch law. |
(v) | The concept of delivery of a document in order to render a document valid, legally binding and enforceable is not known or required under Dutch law. |
We express no opinion as to any law or regulation other than the laws of the Netherlands as they are currently in force, and as generally interpreted and applied by the Dutch courts as of the date of this opinion, as appearing in published case law. We do not express any opinion with respect to any international law, including but not limited to the rules promulgated under or by anybi- or multilateral treaty or treaty organization, unless duly implemented in the laws of the Netherlands, or to any Dutch tax or anti-trust law. This opinion is related to Dutch law as it stands now and we do not assume any obligation to notify or inform you of any development subsequent to the date hereof that might render its contents untrue or inaccurate in whole or in part at such time.
This opinion is construed, shall be governed by and have effect only in accordance with the laws of the Netherlands. Further, the courts of Amsterdam, the Netherlands, shall have exclusive authority to rule upon any dispute relating to this opinion as far as this dispute may involve Heussen.
In this opinion legal concepts are described in English terms and not by their original terms as described in the relevant national language. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.
This letter of opinion is rendered solely to the addressees and their affiliates, subsidiaries, successors and assigns (jointly the “Addressees”) for the purpose of the transactions referred to herein. It may not be used, circulated, quoted, referred to or relied upon by any other person or for any other purpose, without our prior written consent in each instance except that it may be disclosed by the Addressees to (i) prospective successors and assigns of the Addressees, (ii) regulatory authorities having jurisdiction over any of the Addressees or their successors and assigns, and (iii) professional advisers of the Assignees, pursuant to valid legal process, in each case without our prior consent.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder.
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