such assumption is not made with respect to the due authorization, execution and delivery of the Exchanges Notes, the Indenture and the Guarantees by the Exhibit A Guarantors), in each case where the authorization, execution and delivery thereof by such parties are prerequisites to the effectiveness of such documents; (vii) the legal capacity of all individuals executing and delivering documents to so execute and deliver; (viii) the Exchange Notes, the Indenture and the Guarantees constitute valid and binding obligations, enforceable in accordance with their respective terms against all parties thereto (except that such assumption is not made with respect to the Company or the Guarantors); and (x) there are no extrinsic agreements or understandings among the parties to the Exchange Notes, the Indenture and the Guarantees that would modify or interpret the terms of such documents or agreements or the respective rights or obligations of the parties thereunder.
Our opinion herein is expressed with respect to the Colorado Business Corporation Act, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Washington Business Corporation Act and the laws of the State of New York. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation. We note that the Company is incorporated under the laws of the State of Iowa and that certain of the Guarantors are incorporated under the laws of the States of Arizona, Iowa, Nevada and Oregon and that our opinion is limited to the laws set forth in the first sentence of this paragraph. We have assumed all matters determinable under the law of the States of Arizona, Iowa, Nevada and Oregon, and understand you are obtaining opinions of separate counsel with respect to such matters.
With regard to our opinion below concerning the valid and legally binding nature of the Company’s obligations under the Exchange Notes and the valid and legally binding nature of the Guarantors obligations under the Guarantees:
(i) Our opinion is subject to, and may be limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.
(ii) Our opinion is subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability may be limited by public policy considerations, and (b) the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought.
(iii) We express no opinion as to any provision of the Exchange Notes, the Guarantees or the Indenture that: (a) relates to the subject matter jurisdiction of any federal court of the United States of America or any federal appellate court to adjudicate any controversy related to the Exchange Notes, the Guarantees or the Indenture; (b) contains a waiver of an inconvenient forum; (c) relates to a right of setoff; (d) provides for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole payments or other economic remedies; (e) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations, trial by jury, or procedural rights; (f) restrictsnon-written modifications and waivers; (g) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy; (h) relates to exclusivity, election or accumulation of rights or remedies; (i) authorizes or validates conclusive or discretionary determinations; (j) provides that
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