In our review and otherwise for the purpose of this opinion letter, we have assumed:
| | (a) | The genuineness of all signatures. |
| | (b) | The authenticity of the originals of the documents submitted to us. |
| | (c) | The conformity to authentic originals of any documents submitted to us as copies. |
| | (d) | As to matters of fact, the truthfulness of the representations made in certificates of public officials and officers of the Company. |
Additionally, we have assumed that at or prior to the time of the delivery of any of the Warrant Shares, the Registration Statement will have been declared effective under the Securities Act. We have not independently established the validity of the foregoing assumptions.
Based upon the foregoing and upon such other investigation as we have deemed necessary, we are of the opinion that (i) the Outstanding Shares have been duly authorized by the Company and are validly issued, fully paid and non-assessable and (ii) the Warrant Shares have been duly authorized and, when issued upon exercise of the Warrants in accordance with the terms thereof, would be validly issued, fully paid and nonassessable.
Our opinions set forth above are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware and we do not express any opinion herein concerning any other law.
This opinion letter is delivered to you in connection with the filing of the Registration Statement. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name therein and in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Shearman & Sterling LLP
CMF/YH/DL
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