Meredith Corporation
August 11, 2021
Page 3
B. Guarantor has the corporate power, authority and capacity to execute and to deliver and to perform its obligations under the Indenture and to guarantee the Exchange Notes under that Indenture.
C. Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture and to guarantee the Exchange Notes under that Indenture.
III. ASSUMPTIONS AND QUALIFICATIONS
A. Assumptions. In rendering the opinions set forth in this letter, we have, with your consent and without any independent investigation or inquiry, assumed:
1. The Transaction Documents have been duly and validly authorized, signed and delivered by each party thereto and have been or will be properly acknowledged, where appropriate, except to the extent that we express an opinion in Section II (C) above regarding the corporate power and authority of Guarantor.
2. The genuineness of signatures not witnessed by us, the authenticity of any documents submitted to us as originals and the conformity to originals of documents submitted to us as copies or drafts.
3. The necessary legal capacity of all natural persons signing the Transaction Documents.
4. The certifications, representations and warranties as to matters of fact made by the Guarantor in the Transaction Documents are accurate and may be relied upon by us.
5. The Opinion Documents identified herein are complete and correct.
6. No party to the Transaction Documents is named or is acting in, engaging in, instigating or facilitating the Transaction Documents, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control.
7. The Transaction Documents accurately and completely describe and contain the parties’ mutual intent, understanding and business purposes, and there are no oral or written statements, agreements, understandings or negotiations, nor any usage of trade or course of prior dealing among the parties, that directly or indirectly modify, define, amend, supplement or vary, or purport to do so, any of the terms of the Transaction Documents or any of the parties’ rights or obligations thereunder, by waiver or otherwise.
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