December 20, 2019
Page 2
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the Guarantees.
We have examined such matters of fact and questions of law as we have deemed appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Local Entities and others as to factual matters without having independently verified such factual matters. We are opining herein as to the effects of the Washington Limited Liability Company Act (as to the Local Entities identified in Schedule A as the “Washington Guarantors”) and the Oregon Limited Liability Company Act (as to the Local Entity identified in Schedule A as the “Oregon Guarantor”), and other laws of the States of Washington and Oregon. Other than for the laws of the states of Washington (in the case of the Washington Guarantors) and Oregon (as to the Oregon Guarantor), we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or any other laws. We further express no opinion as to any matters of federal law (other than the Act as specifically referenced herein), any municipal law or the laws of any local agencies within any state (including local laws and local agencies of Oregon and Washington). With respect to matters governed by the laws of jurisdictions other than the States of Oregon and Washington, including without limitation the validity, authorization, execution, issuance, enforceability and interpretation of the Exchange Notes, we advise you that those matters are being passed upon by Duane Morris LLP, and we have relied to the extent we have deemed appropriate upon the opinion of Duane Morris LLP as to such matters.
Subject to the foregoing, we are of the opinion that, when the Exchange Notes have been duly executed, authenticated, issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Indenture and in the manner described in the Prospectus, such Guarantee will be a legally valid and binding obligation of such Local Entity, enforceable against such Local Entity in accordance with its terms.
We have been engaged for the limited purpose of rendering the opinions herein. Except as expressly set forth herein, we have not undertaken any independent investigation in support of the opinions expressed in this letter and we have relied solely upon our review of the foregoing documents in rendering the same. We have assumed the genuineness of all signatures, the authenticity of documents, certificates and records submitted to us as originals, the conformity to the originals of all documents, certificates and records submitted to us as certified or reproduction copies, the legal capacity of all natural persons executing documents, certificates and records, and the completeness and accuracy as of the date of this opinion letter of the information contained in such documents, certificates and records.
4846-6940-5615v.1 0090602-000021
