(g) a copy of certain resolutions of the Member of each Subsidiary Guarantor, adopted on December [6], 2021, certified pursuant to the Secretary’s Certificate;
(h) copies of certificates, dated the dates specified on Schedule II, and bringdown verifications thereof, dated December 7, 2021 as of 11:44 am ET, from the Secretary of State of the State of Delaware with respect to the existence and good standing in the State of Delaware of each Opinion Party “Delaware Opinion Parties” on Schedule II hereto (each, a “Delaware Opinion Party”) (collectively the “Delaware Certificates”); and
(i) copies of certificates, dated November 18, 2021, and bringdown verifications thereof, dated December 7, 2021 as of 11:56 am ET from the Texas Secretary of State with respect to the existence in the State of Texas of each Opinion Party listed under “Texas Opinion Parties” on Schedule II hereto (each, a “Texas Opinion Party”) and copies of the result of a search, conducted on December 7, 2021 as of the time listed on Schedule V hereto, from the Franchise Tax Account Status search on the public website of the Texas Comptroller of Public Accounts, indicating that, as of such time, each Texas Opinion Party’s right to transact business in the State of Texas is intact (collectively, the “Texas Certificates”).
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Opinion Parties and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Opinion Parties and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Subsidiary Guarantors and others and of public officials, including those in the Secretary’s Certificate and the factual representations and warranties contained in the Transaction Documents (as defined below).
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York, (ii) the General Corporation Law of the State of Delaware (the “DGCL”), (iii) the Delaware Limited Liability Company Act (the “DLLCA”), and (iv) the Texas Limited Liability Company Law (the “TLLCL”) (all of the foregoing being referred to as “Opined-on Law”).
As used herein, (i) “Opinion Parties” means the Company and each of the Subsidiary Guarantors listed on Schedule I hereto and (ii) “Transaction Documents” means the Depositary Agreements, the Indenture and the supplemental indentures and officer’s certificates establishing the terms of the Debt Securities pursuant thereto, the Guarantees, the Warrant Agreements, the Purchase Contract Agreements, the Unit Agreements and any applicable underwriting or purchase agreement.