In rendering the opinion stated herein, attorneys under my supervision and/or I have examined and relied upon the following:
(i) the registration statement on FormS-3ASR (FileNo. 333-223221) of the Company relating to the Debt Securities and other securities of the Company filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2018 under the Securities Act of 1933, as amended (the “Securities Act”), allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);
(ii) executed copies of the Underwriting Agreement and the Pricing Agreement;
(iii) the global certificates evidencing the Debt Securities (the “Note Certificates”) in the form delivered by the Company to the Trustee for authentication and delivery;
(iv) an executed copy of the Basic Indenture;
(v) an executed copy of the Second Supplemental Indenture;
(vi) an executed copy of a secretary’s certificate of Madelyn D. Purcell, Assistant Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(vii) a copy of the Restated Certificate of Incorporation of the Company, dated April 12, 2004, as amended by the Certificate of Amendment to the Restated Certificate of Incorporation of the Company, dated May 1, 2006 (as so amended, the “Certificate of Incorporation”), certified by the Secretary of State of the State of Delaware as of the date hereof, and certified pursuant to the Secretary’s Certificate;
(viii) a copy of theBy-laws of the Company (the“By-laws”), as amended and in effect as of the date hereof and certified pursuant to the Secretary’s Certificate; and
(ix) copies of certain resolutions of the Board of Directors of the Company and certain resolutions of the Securities Issuance Committee of the Company, each certified pursuant to the Secretary’s Certificate.
Attorneys under my supervision and/or I have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of other officers or representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.
In our examination, attorneys under my supervision and I have assumed the genuineness of all 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 photostatic copies, and the authenticity of the
2