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Cornerstone Family Services of West Virginia LLC Cornerstone Family Services of West Virginia Subsidiary Inc. December 20, 2019 Page 3 | | |
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 opinions in paragraphs 1 and 2 below as to the valid existence of the Local Entities, we have relied exclusively on the Entity Certificates.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth in this letter, we are of the opinion that:
1. Cornerstone LLC validly exists as a limited liability company under the laws of the State of West Virginia.
2. Cornerstone Corporation validly exists as a corporation under the laws of the State of West Virginia.
3. As of the date of the Indenture, Cornerstone LLC had all limited liability company power and authority to execute and deliver the Indenture, and as of the date hereof, Cornerstone LLC has all limited liability company power and authority to perform its obligations thereunder.
4. As of the date of the Indenture, Cornerstone Corporation had all corporate power and authority to execute and deliver the Indenture, and as of the date hereof, Cornerstone Corporation has all corporate power and authority to perform its obligations under the Indenture and the New Notes.
5. All necessary action has been taken on the part of Cornerstone LLC to authorize the execution and delivery of the Indenture and the performance by Cornerstone LLC of its obligations thereunder, including its Guarantee as provided therein.
6. All necessary action has been taken on the part of Cornerstone Corporation to authorize the execution and delivery of the Indenture and the New Notes and the performance by Cornerstone Corporation of its obligations thereunder, including its Guarantee of the obligations of the Partnership as provided in the Indenture.
7. 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 State of West Virginia.
8. When the New Notes have been duly executed, issued and authenticated in accordance with the Indenture and delivered by Cornerstone Corporation as contemplated in the Registration Statement, the New Notes will be legally issued and will constitute valid and legally binding obligations of Cornerstone Corporation.
The opinions expressed herein are limited in all respects to the laws of the State of West Virginia, excepting therefrom municipal and local ordinances, rules and regulations. We express no opinion as to the effect of the federal laws of the United States of America or the laws of any other jurisdiction, domestic or foreign.