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We have examined originals or copies, certified or otherwise identified to our satisfaction, of the global Guaranty executed on the date hereof including, among others, the Guarantees (the “Global Guaranty”) and such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
To enable us to render the opinion set forth below, we have examined and relied upon executed originals, counterparts or copies of such documents, records and certificates (as we considered necessary or appropriate for enabling us to express the opinions set forth below including, without limitation:
(a) | a certificate of status (the “Certificate of Status”) pertaining to SBRAReit GP V issued on behalf of the Registrar of Joint Stock Companies for the Province, dated May 28, 2019; |
(b) | the memorandum of association, articles of association, records of corporate proceedings, written resolutions and registers of SBRAReit GP V contained in the minute book of SBRAReit GP V; |
(c) | resolutions of the directors of SBRAReit GP V authorizing, among other things, the execution, delivery and performance of the Guarantees by SBRAReit GP V, on its own behalf and in its capacity as general partner of the Alberta Partnership; and |
(d) | a certificate of an officer of SBRAReit GP V dated the date hereof (the “Officer’s Certificate”). |
As a basis for our opinions expressed below, we have assumed the completeness, truth, currency and accuracy of all facts in official public records, indices, registers and filing systems and certificates and other documents supplied by public officials, including, without limitation, the Certificate of Status and that all facts addressed and statements made in certificates supplied to us by an officer of SBRAReit GP V, including the Officer’s Certificate, are complete, true and accurate as of, and at all material times prior to, the date of this letter.
In all such examinations, we have assumed the authenticity and completeness of all documents submitted to us as originals and the conformity to originals and completeness of all documents submitted to us as copies thereof.
We have assumed that the Global Guaranty has been physically delivered (or delivered by such other means as the parties have agreed shall constitute delivery) by SBRAReit GP V, on its own behalf or in its capacity as general partner of the Alberta Partnership, as applicable, to the other parties thereto, and has been properly delivered under all relevant laws other than those of the Province and is not delivered subject to any condition or escrow which has not been satisfied.
Our opinions herein reflect only the application of applicable laws of the Province including the federal laws of Canada applicable therein (“Applicable Laws”). The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same.
The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or effect of any laws, decisions, rules or regulations of any other jurisdiction, court or administrative agency.