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February 20, 2019
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The Notes and the Guarantees will be issued pursuant to the Indenture, dated as of January 28, 2004, as amended and supplemented on January 28, 2004, June 30, 2004, May 1, 2006, November 9, 2006, August 17, 2007, January 30, 2012, January 11, 2013, March 12, 2013, February 28, 2014 and January 22, 2019 (the “Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association (successor in interest to SunTrust Bank), as Trustee (the “Trustee”), and each Officers’ Certificate and Guarantors’ Officers’ Certificate dated February 20, 2019 establishing the respective forms and terms of the Notes (the “Officers’ Certificate”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus or prospectus supplements, other than as expressly stated herein with respect to the issuance of the Notes and Guarantees.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for purposes of this opinion. As to certain factual matters, we have relied on and assumed the accuracy of, without independent verification, written and oral statements and representations of officers and other representatives of the Company, the Guarantors and others. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies, the accuracy of all information contained in all documents reviewed by us, and the legal capacity of each natural person signing any document reviewed by us to so sign. We have also assumed the due authorization, execution and delivery of the Indenture by, and the enforceability of the Indenture against, the Trustee, and the due authentication of the Notes by the Trustee in the manner provided in the Indenture.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that when the Notes shall have been delivered against payment therefor pursuant to the terms of the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company and the Guarantees will constitute valid and binding obligations of the Guarantors, in each case subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.
We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the laws of the State of New York, the laws of the State of California, the laws of the State of Nevada, the laws of the State of Arizona, the laws of the State of Texas, the laws of the State of Colorado, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, as applicable, in each case as in effect as of the date hereof. With respect to matters of Nevada law, Arizona law, Texas law and Colorado law, we have, with your approval, relied upon (without investigation) the opinions, dated the date hereof and delivered to you, of Parsons Behle &
