For purposes of our opinion in this opinion letter, we have assumed, without any independent investigation or verification: (i) the genuineness of all signatures on all documents submitted to us for examination; (ii) the legal capacity of all natural persons; and (iii) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
We have further assumed that (i) the Trustee is duly organized and validly existing in good standing in its jurisdiction of organization, (ii) the Trustee has all requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture and (iii) the Indenture constitutes the legal, valid and binding obligation, and is enforceable against, the Trustee in accordance with its terms. We have not independently investigated or verified any of the foregoing assumptions.
In rendering our opinion, we have further assumed that (i) the Articles of Incorporation, Bylaws and the Resolutions remain in effect, without amendment, at all times during the Exchange Offer, (ii) prior to the consummation of the Exchange Offer, the Registration Statement will become effective under the Act and remain effective at all times during the Exchange Offer, (iii) the Indenture is qualified under the Trust Indenture Act of 1939, as amended, (iv) the Certificate of Existence remains accurate at all times during the Exchange Offer, and (v) the Exchange Bonds will have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and issued in exchange for Original Bonds pursuant to, and in accordance with the terms of, the Exchange Offer as contemplated in the Registration Statement.
Based upon and subject to the limitations, exceptions, qualifications and assumptions set forth in this opinion letter, we are of the opinion that the Exchange Bonds will, when issued, constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will be entitled to the benefits of the Indenture.
This opinion letter is limited in all respects and matters to the laws of the State of Georgia, as in effect on the date hereof, and we express no opinion herein as to any matters governed by any other jurisdictions, including the applicability or effect thereof. Without limiting the preceding sentence, we express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer or issuance of the Exchange Bonds. This opinion letter has been prepared, and should be interpreted, in accordance with customary practice followed in the preparation of opinion letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise opinion recipients regarding, opinion letters of this kind.
The opinion expressed in this opinion letter is subject, as to enforcement, to (i) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws of general applicability relating to or affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought, and (iii) any implied covenants of good faith and fair dealing.
