of the Transaction Documents by the Company and any Designated Guarantor which is organized under the laws of the State of Delaware, those opinions are based solely upon our review of the Fact Certificate, the charter, bylaws or other constitutive document of each such entity and the counterpart signature pages to the Transaction Documents.
Based on the foregoing and subject to the qualifications hereinafter set forth, we are of the opinion that:
(i) The Company has been incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.
(ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus and to enter into and perform its obligations under the Transaction Documents to which it is a party.
(iii) (a) Each Designated Guarantor has been incorporated or formed and is validly existing as a corporation or limited liability company, and with the exception of Newhi, Inc., to which the concept of good standing is not applicable, is in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable; and (b) each Designated Guarantor has corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus and to enter into and perform its obligations under the Transaction Documents to which it is a party.
(iv) The Indenture has been duly authorized, executed and delivered by the Company and each Designated Guarantor.
(v) The Notes have been duly authorized by the Company for issuance and sale pursuant to the Underwriting Agreement and the Indenture and have been duly executed and delivered.
(vi) The Guarantees of the Notes have been duly authorized for issuance by each of the Designated Guarantors pursuant to the Underwriting Agreement and the Indenture and have been duly executed and delivered. The Guarantees of the Notes have been duly executed by each of the Designated Guarantors.
The opinions set forth above are subject to, and qualified and limited in all respects by, the following qualifications and assumptions:
(1) We have assumed that each document submitted to us is accurate and complete, that each such document that is an original is authentic, that each such document that is a copy conforms to an authentic original, and that all signatures (other than signatures on behalf of the Company and the Guarantors) on each such document are genuine. We have further assumed the legal capacity of natural persons. We also assumed, with respect to each of the Designated Guarantors which is a Delaware corporation, that the transactions contemplated by the Transaction Documents are
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