Board of Directors of the Company, duly adopted on June 7, 2009; the resolutions of the Public Debt and Equity Securities Committee of the Company, duly adopted on September 6, 2019; the Pricing Resolutions of the Committee Appointed by the Public Debt and Equity Securities Committee of the Board of Directors of the Company, duly adopted on September 9, 2019; the Pricing Resolutions of the Board of Directors of the Issuer, duly adopted on September 9, 2019; and the Joint Action of the Persons Authorized to Act on Behalf of each of the Issuer, the Company and the Guarantors, duly adopted on September 12, 2019, pursuant to which the Authorizing Resolution was adopted; (e) the Registration Statement onForm S-3 (RegistrationNo. 333-222996) filed with the Securities and Exchange Commission (the “Commission”) on February 12, 2018, as amended by Post-Effective Amendment No. 1 thereto on September 9, 2019 (the “Registration Statement”), for registration under the Securities Act of 1933, as amended (the “Securities Act”), of an unlimited aggregate amount of various securities of the Company, the Issuer or certain other subsidiaries of the Company, to be issued from time to time by the Company, the Issuer or such subsidiaries; (f) the related Prospectus dated February 12, 2018 (together with the documents incorporated therein by reference, the “Basic Prospectus”); (g) the Prospectus Supplement dated September 9, 2019, filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act (together with the Basic Prospectus and the documents incorporated by reference therein, the “Prospectus”); (h) the Pricing Term Sheet dated September 9, 2019, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act; (i) the Underwriting Agreement dated September 9, 2019 (the “Underwriting Agreement”), among the Issuer, the Company and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters names therein; and (j) the Indenture (including the First through Twentieth Supplemental Indentures thereof) and the forms of the Senior Notes and Guarantees.
As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Issuer and the Company and documents furnished to us by the Issuer and the Company without independent verification of their accuracy. We have also assumed (a) with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies, (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee and (c) that the Guarantees have been duly authorized, executed and delivered by each of the Other Guarantors.
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that, when the Senior Notes are authenticated in accordance with the provisions of the Indenture and delivered and paid for, (i) the Senior Notes will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar
2
