May 20, 2020
Magnum Management Corporation
Page 2
In rendering the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, documents, agreements and certificates, and examined such questions of law, as we have considered necessary or appropriate for the purpose of this opinion letter. In our examination, we have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates (other than persons executing documents, agreements and certificates on behalf of Magnum Management), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering our opinions, we have relied as to factual matters upon certificates of public officials and certificates and representations of officers of the Issuers and the Guarantors.
In rendering the opinions expressed below, we have assumed that (a) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legal, valid and binding agreement of the Trustee, (b) the Registration Statement will have been declared effective by the Commission, (c) the Indenture will have been qualified under the Trust Indenture Act of 1939, as amended, (d) the Exchange Notes will have been duly authorized, executed and delivered by each issuer other than Magnum Management, (e) the respective guarantees of each Guarantor have been duly authorized, executed and delivered by each such Guarantor, and (f) the Initial Notes have been, and the Exchange Notes will have been, duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture and as described in the Registration Statement.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
| 1. | When the Exchange Notes have been duly executed, authenticated, issued and delivered by or on behalf of Magnum Management in exchange for the Initial Notes in the manner contemplated by the prospectus included in the Registration Statement, the Exchange Notes will constitute valid and binding obligations of Magnum Management, as aco-Issuer, enforceable against Magnum Management in accordance with their terms. |
| 2. | Magnum Management has been duly organized and is validly existing and is in good standing under the laws of the State of Ohio. |
| 3. | Magnum Management has full right, power and authority to execute and deliver each of the Exchange Note Documents to which it is a party and to perform its respective obligations thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by Magnum Management of each of the Exchange Note Documents to which it is a party and the consummation of the transactions contemplated thereby has been duly and validly taken by Magnum Management. |
| 4. | The Indenture (including the issuance of the Exchange Notes by the Issuers) has been duly authorized, executed and delivered by Magnum Management. |