In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, each dated as of the date hereof unless otherwise specified:
(a) The Transaction Documents;
(b) The Articles of Organization of the Nevada Guarantor filed in the Office of the Secretary of State of the State of Nevada on May 30, 2008, as amended by that certain Amendment to the Articles of Organization the Nevada Guarantor filed in the Office of the Secretary of State of the State of Nevada on April 26, 2016, and as further amended by that certain Amendment to the Articles of Organization of the Nevada Guarantor filed in the Office of the Secretary of State of the State of Nevada on March 16, 2017 (collectively, the “NV Guarantor Articles”);
(c) A Certificate of Existence with Status in Good Standing issued by the Office of the Secretary of State of the State of Nevada for the Nevada Guarantor dated May 28, 2019 (the “COE”);
(d) The Fourth Amended and Restated Operating Agreement of the Nevada Guarantor dated as of March 16, 2017 (the “Fourth Amended and Restated OA”);
(e) An Action by Written Consent of the Sole Member of the Nevada Guarantor dated as of May 20, 2019 (the “Consent”); and
(f) A Certificate of Officer certifying that the NV Guarantor Articles have not been cancelled or terminated, that the Fourth Amended and Restated OA has not been terminated, amended or modified and remains in full force and effect, and that no dissolution proceedings relating to the Nevada Guarantor have been commenced or are contemplated (the “Certificate”).
Capitalized terms used in this Opinion Letter and not otherwise defined shall have the meaning ascribed to such terms in the Original Indenture. The documents in (b) and (d) are referred to collectively as the “Company Documents”.
In our examination of the documents described above, we have assumed the genuineness of all signatures, the legal capacity of all individual signatories, the completeness of all the Nevada Guarantor’s limited liability company records provided to us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such latter documents. We have also relied upon and assumed the accuracy of all information, representations and warranties made in the Transaction Documents and in the Certificate, and upon certificates of public officials with respect to the factual determinations underlying the legal conclusions set forth herein. We have not attempted to verify independently such representations and statements, except as expressly set forth herein. Without limiting the foregoing, we have not conducted a search of any electronic databases, or the dockets of any court, or of any administrative or other regulatory agency.
We are opining herein solely as to the state laws of the State of Nevada. To the extent that the laws of any other jurisdiction govern the matters as to which we are opining herein, we have assumed, with your permission and without independent investigation, that such laws are identical to the state laws of the State of Nevada, and we express no opinion as to whether such