3. the Master Secretary’s Certificate, dated the date hereof (the “Secretary’s Certificate”);
4. theArticles of Organization andOperating Agreement of the Local Entities, as certified pursuant to the Secretary’s Certificate;
5. the Unanimous Written Consent dated June 26, 2019 of the Board of Directors of StoneMor GP LLC, General Partner of StoneMor Partners L.P., and All of the Boards of Directors, Managers and Governors of StoneMor Partners L.P.’s Direct and Indirect Subsidiaries pertaining to the Indenture and other matters as more particularly set forth therein, as certified pursuant to the Secretary’s Certificate;
6. the good standing certificates for the Local Entities from theSecretary of State of the State of Kansas (the “Good Standing Certificates”); and
7. such other documents as we considered appropriate as a basis for the opinions set forth below.
We also reviewed such questions of law as we considered appropriate for purposes of the opinions hereafter expressed. In such examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such documents, and the correctness of all statements of fact contained in the documents examined. We have not performed any independent investigation other than the document examination described above.
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.
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.
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 State ofKansas.
2. As of the date of the Indenture, the Local Entities had alllimited liability company power and capacity to execute and deliver the Indenture, and as of the date hereof the Local Entities have all corporate 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).
