Based upon the foregoing and upon such investigations as I have deemed necessary, and subject to the qualifications hereinafter set forth, it is my opinion that, when the terms of the Securities have been established by authorized officers of the Company and when the Securities have been completed, executed and issued by the Company, authenticated by the Trustee pursuant to the Indenture and delivered against payment of the consideration therefor in accordance with the provisions of the Selling Agent Agreement, the Securities will be duly authorized and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.
The opinion expressed above is subject to the effect of (a) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers) 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).
I do not purport to be an expert on, or to express any opinion concerning matters under or involving any law other than the law of the State of New York and the General Corporation Law of the State of Delaware. The opinion expressed in this letter is based upon the laws in effect on the date hereof, and I assume no obligation to revise or supplement this opinion should such laws be changed by legislative action, judicial decision, or otherwise.
I hereby consent to the incorporation by reference of this opinion as an exhibit to the Company’s Form S-3 ASR Registration Statement (No: 333-186728) and to the reference to me under the caption “Legal Matters” in any prospectus supplement relating to the Securities. I also hereby consent to the inclusion of my opinion as to the legality of specific future issuances of the Securities in the pricing supplement related to such issuances and to the reference to my name therein. In giving such consents, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. This opinion supersedes and replaces the opinion filed as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated November 8, 2013.
