Documents; (vii) that the Transaction Documents accurately describe and contain the mutual understandings of the parties, and that there are no oral or written statements or agreements or usages of trade or courses of prior dealings among the parties that would modify, amend or vary any of the terms of the Transaction Documents; (viii) that the Other Parties will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Transaction Documents; (ix) the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue; (x) all agreements other than the Transaction Documents with respect to which we have provided advice in our letter or reviewed in connection with our letter would be enforced as written; (xi) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; (xii) that each of the Other Parties and any agent acting for it in connection with the Transaction Documents have acted without notice of any defense against the enforcement of any rights created by, or adverse claim to any property transferred pursuant to, the Transaction Documents; (xiii) the compliance of the Exchange Offer and of the conduct of the parties to the Exchange Offer with any requirement of good faith, fair dealing and conscionability; and (xiv) the due qualification of the Indenture under the Trust Indenture Act of 1939, as amended.
For purposes of this opinion letter, “Applicable Laws” means the laws, rules and regulations that a counsel in Arizona, Kansas, Missouri and Texas exercising customary professional diligence would reasonably be expected to recognize as being applicable to the respective Guarantors or the Transaction Documents, but excluding those areas of law that are expressly excluded from the scope of the opinions in this opinion letter.
You are aware, and we hereby confirm, that we have not represented the Companies with respect to the preparation, negotiation, execution or filing of the Indenture, the Exchange Notes, the Registration Statement, or any documents ancillary thereto or transactions contemplated thereby. We have been retained by the Companies for the sole and limited purpose of rendering the opinions set forth herein. By your acceptance of this opinion, you acknowledge the foregoing and confirm that you have consented to the rendering of the opinions set forth herein by this firm in light thereof.
Based on the foregoing, and in reliance thereon, and subject to the qualifications, limitations and exceptions stated herein, we are of the opinion, having due regard for such legal considerations as we deem relevant, that:
1. Each Company is a corporation or limited liability company, as the case may be, validly existing and in good standing under the law of its jurisdiction or incorporation or organization.
2. Each Company has the corporate power or limited liability company power and authority, as the case may be, to execute and deliver the relevant Indenture, including the Exchange Guarantee, and to perform its respective obligations thereunder.
3. Each Company has duly executed and delivered the Indenture, including the issuance of the Exchange Guarantees.
4. With respect to each Company, the execution and delivery of the Indenture, including issuance of the Exchange Guarantees, and the performance by such Company of its obligations thereunder, do not (a) violate such Company’s Organizational Documents, or (b) violate any Applicable Law applicable to which any such Company is a party or by which any of its assets or properties is bound.
