August 20, 2018
Page 2
![LOGO](https://capedge.com/proxy/8-K/0001193125-18-252545/g606986g74u88.jpg)
internal laws of the States of New York and Texas, and we express no opinion with respect to the applicability thereto, or the effect therein, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular series of Securities have been duly established in accordance with the terms of the Indenture and authorized by all necessary corporate action of the Company, and the Trustee has made an appropriate entry on Schedule 1 to the master registered global note that represents such Securities (the “Master Global Note”) identifying a particular series of Securities as supplemental obligations thereunder in accordance with the instructions of the Company and payment for such particular series of Securities has been made in accordance with the terms of the Indenture and in the manner contemplated by the applicable Prospectus and such corporate action, such Securities will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification or exculpation of, or contribution to, a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy. We express no opinion with respect to (a) provisions for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, service of process, arbitration, remedies or judicial relief; (c) waivers of rights or defenses; (d) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (e) any provision to the extent it requires that a claim with respect to a Security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides; or (f) the severability, if invalid, of provisions to the foregoing effect.
With your consent, except to the extent we have expressly opined as to such matters with respect to the Company, we have assumed that (a) the Securities and the Indenture governing such Securities (the “Documents”) have been or will be duly authorized, executed and delivered by the parties thereto, (b) each of the Documents constitutes or will constitute a legally valid and binding obligation of the parties thereto, enforceable against each of them in accordance with their respective terms, and (c) the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental