June 13, 2019
Page 3
F. We have assumed there are no other agreements or understandings among the parties to any of the Indenture, or related documents, written or oral, and there is no usage of trade or course of conduct among the parties that would in any case, define, supplement, expand or limit or qualify the terms of the documents.
G. Specific performance of the provisions of any agreement is an equitable remedy which may or may not be ordered by a court in its discretion. No opinion is rendered as to the effectiveness of any provisions which authorize or purport to authorize the extra judicial enforcement of any rights or obligations or the waiver of any rights. We point out that generally extra judicial enforcement is not allowed under Louisiana law.
H. Our opinion also assumes that all parties will enforce their rights under the Indenture, and other documents, in good faith and in conformity to law and in a commercially reasonable manner.
I. Louisiana law does not purport to govern the Indenture, expressly including the Indenture, or the Guarantees. However, to the extent Louisiana law may be held to apply, the ability to collect any attorney fees as to enforcement of the Guarantees is limited by the Louisiana Rules of Professional Conduct and other principles of Louisiana law.
J. These opinions are rendered as of the date hereof and we have no duty to advise you of any changes in law or judicial decisions which may affect or limit the opinions set forth above. The opinions set forth herein are opinions based upon our professional judgment and are not, and shall not be construed, as a warranty or guaranty. This opinion is specifically limited to the presently effective laws of the State of Louisiana. No opinions are or may be inferred, and we do not, render any opinion as to any matter, except as specifically, and expressly set forth herein.
With respect to our opinions above, we have assumed that the “laws of the State of Louisiana” or “Louisiana law” means such laws, statutes, rules or regulations of the State of Louisiana which a lawyer exercising customary professional diligence would recognize as being applicable to Vivint, the Indenture, and Guarantees, and the transactions contemplated thereby.
We expressly except from the opinions set forth herein, any opinion concerning any violation of any law, even Louisiana law, that might result, in whole or in part, from any anti-competitive effect, actual or potential, of the transactions contemplated by the Indenture and Guarantees, any opinion concerning securities laws, and any opinion as to tax laws, environmental laws, healthcare laws, antitrust laws or trade regulation laws, insolvency or fraudulent transfer laws, or antifraud laws.
We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement and to the use of our name under the caption “Louisiana Registrants” as to Louisiana Limited Liability Company Law included in Part II “Information Not Required in Prospectus” in the Registration Statement.
