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![LOGO](https://capedge.com/proxy/S-4/0001193125-24-151983/g843163g0531061327316.jpg) | | May 31, 2024 Page 3 |
We have also examined the originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Opinion Parties and such agreements, certificates of public officials, certificates of officers or other representatives of the Company, the Opinion Parties and others, and such other documents, certificates and agreements necessary or appropriate to form the basis for the opinions set forth herein.
In rendering our Opinion, we have relied, without investigation on each of the following assumptions, notwithstanding any knowledge or materiality limitation In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions, notwithstanding any knowledge or materiality limitation: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Registered Exchange Offer; (b) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (c) the legal existence of each party to the Opinion Documents other than Wyoming Properties; (d) the entity power of each party to the Opinion Documents (other than the Opinion Parties) to execute, deliver and perform the Opinion Documents and to do each other act done or to be done by such party; (e) the authorization, execution and delivery by each party (other than the Opinion Parties) of each document executed and delivered or to be executed and delivered in connection with the Opinion Documents by such party; (f) that any certificates on which we have relied and dated as of an earlier date are still accurate as of the date hereof; and (g) as to matters of fact, the accuracy and truthfulness of the representations made in the Opinion Documents and in the certificates of public officials and officers of the Company and the Opinion Parties, including the Secretary’s Certificate.
Based upon and subject to the foregoing, and subject to the qualifications set forth herein, it is our Opinion that, as of the date hereof:
| (1) | Based solely on the Certificate of Good Standing, Wyoming Properties is a Wyoming limited liability company that is validly existing and in good standing under the laws of the State of Wyoming. |
| (2) | Wyoming Properties has taken all necessary limited liability company action to authorize the execution and delivery, and its performance of its obligations under the Opinion Documents and has the corporate power to execute and deliver the Opinion Documents to which it is a party and to incur its respective obligations set forth therein. |
| (3) | Community Alternatives has taken all necessary partnership action to authorize the execution and delivery, and its performance of its obligations under the Opinion Documents and has the corporate power to execute and deliver the Opinion Documents to which it is a party and to incur its respective obligations set forth therein. |
| (4) | The Indentures have been duly executed and delivered by each of Wyoming Properties and Community Alternatives. |