In connection with this opinion letter, we have examined the Registration Statement and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We have also examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, Guarantors and other appropriate persons.
In rendering the opinions set forth below, we have assumed that the Other Guarantors listed in Schedule II hereto (a) are validly existing under the laws of their respective jurisdictions of organization, (b) have the power to execute and deliver the Indentures and the guarantees described therein (the “Guarantees”), and to perform their obligations thereunder and (c) have duly authorized, executed and delivered the Indentures and have duly authorized the Guarantees.
The opinions expressed herein are limited to matters governed by the laws of the State of New York, the State of Illinois, and the Commonwealth of Massachusetts and the Delaware General Corporation Law.
Based upon and subject to the foregoing and the qualifications and limitations set forth below, we are of the opinion that, when (i) the Guarantees have been duly executed and delivered in accordance with the provisions of the Indentures and (ii) the Registered Notes have been duly executed and authenticated in accordance with the provisions of the Indentures and have been delivered against receipt of the Restricted Notes surrendered in exchange therefor upon completion of the Exchange Offer, (a) the Registered Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and (b) the Guarantee by each Guarantor will constitute a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.
Our opinions set forth above are subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally, (ii) general principles of equity and (iii) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. We express no opinion with respect to the applicability of Section 548 of the federal Bankruptcy Code or any comparable provision of state law or the enforceability of the provisions contained in Section 10.02 of the Indentures which purport to limit the obligations of any Guarantor thereunder or the effect of the unenforceability of such provisions on the enforceability of the Guarantees.
Our opinions are also subject to the qualification that the enforceability of provisions in the Indenture providing for indemnification or contribution, broadly worded waivers, waivers of rights to damages or defenses, waivers of unknown or future claims, and waivers of statutory, regulatory or constitutional rights may be limited on public policy or statutory grounds. In addition, we express no opinion with respect to the enforceability of rights to receive prepayment premiums or the unaccrued portion of original issue discount upon acceleration, in each case to the extent determined to be unreasonable or to constitute a penalty or unmatured interest.
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