In all such examinations, we have assumed, without independent investigation, the legal capacity of all natural persons, the genuineness of signatures (including electronic signatures), the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as copies, the accuracy and completeness of all certificates, records, and other information made available to us by the Company, and the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
As to questions of fact material to this opinion, we have relied upon the accuracy of certificates and other comparable documents of officers, members, representatives and parent entities of the Company, upon statements made to us in discussions with the Company’s management and upon certificates of public officials. Except as otherwise expressly indicated, we have not undertaken any independent investigation of factual matters.
The opinion in paragraph 1 concerning the subsistence of the Company is based solely on a certificate dated May 17, 2022 from the Pennsylvania Department of State.
Our opinions expressed herein are limited to the laws of the Commonwealth of Pennsylvania, which in our experience are normally applicable to unregulated business limited liability companies and to transactions of the type contemplated by the Registration Statement (without our having made any investigation as to any other laws). Without limiting the foregoing, we do not express any opinion herein concerning any other laws, including any “blue sky” or securities law of any jurisdiction, or any environmental, tax or antitrust laws of any jurisdiction or the USA PATRIOT Act of 2001, as amended, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq. or any other law, rule or regulation designed to combat terrorism or money laundering or swap transactions.
Based on the foregoing, and subject to the qualifications, limitations, and assumptions stated herein, we advise you that, in our opinion:
| | 1. | The Company is a limited liability company validly subsisting under the laws of the Commonwealth of Pennsylvania with the requisite limited liability company power and authority to own its property and to conduct its business as described in the Registration Statement. |
| | 2. | The Company has the limited liability company power and authority to execute and deliver the Indenture and to perform its obligations, including the Note Guarantees, thereunder. |
| | 3. | The execution, delivery and performance by the Company of the Indenture, including the Note Guarantees, have been duly authorized by all necessary limited liability company action on the part of the Company. The Indenture has been duly executed and delivered by the Company as a Guarantor. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.
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