Local Entities defined below
c/o StoneMor Partners L.P.
Page 3
We have assumed that the Indenture was duly authorized, executed and delivered by the parties thereto, except as we have specifically opined herein with respect to the Local Entities, that the Registration Statement, and any amendments thereto (including post-effective amendments), will have been declared effective by the Commission and that the New Notes will be duly authorized, executed and delivered by each of the Issuers and will be issued and exchanged in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have further assumed that all members or managers of the Local Entities that are entities have duly taken such internal actions (such as board, member, manager, or partner approval) as may be necessary to enable them to duly act, and that they have duly acted (and duly executed and delivered the Transaction Documents), in their capacities as members or managers of the Local Entities.
With respect to facts material to our opinions herein, we have relied, without independent investigation or verification, on the Secretary’s Certificate. With respect to our opinion in paragraph 1 below as to the valid existence and good standing of the Local Entities, we have relied exclusively on the Good Standing Certificates. We have also assumed that the information contained in the Secretary’s Certificate and in the Good Standing Certificates remains current and accurate as of the date hereof, notwithstanding being dated, “as of” or “through” an earlier date.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:
1. Each Local Entity is validly existing and in good standing under the laws of the Commonwealth of Kentucky.
2. As of the date of the Indenture, the Local Entities had all limited liability company power and capacity to execute and deliver the Indenture, and as of the date hereof the Local Entities have all limited liability company power and capacity to perform their respective obligations thereunder.
3. All necessary action has been taken on the part of the Local Entities to authorize the execution and delivery of the Indenture and the performance by the Local Entities of their respective obligations thereunder (including their respective Guarantees as provided therein).
4. The Indenture has been duly executed and delivered by the Local Entities to the extent that execution and delivery are governed by the laws of the Commonwealth of Kentucky.
The opinions expressed herein are limited in all respects to the laws of the Commonwealth of Kentucky, but we are expressing no opinion as to the effect any securities laws or of the federal laws of the United States of America or the laws of any other jurisdiction, domestic or foreign, including, without limitation.