(B) result in any conflict or breach of any agreement or document binding on it.
We have not independently established the validity of the foregoing assumptions.
“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including in each case the rules or regulations promulgated thereunder or pursuant thereto) and the Texas Business Organizations Code, that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that the Notes have been duly authorized and executed by the Company, and, when authenticated by the Trustee in accordance with the Indenture and delivered and paid for as provided in the Underwriting Agreement, the Notes will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.
Our opinion expressed above is subject to the following qualifications:
(a) Our opinion expressed above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).
(b) Our opinion expressed above is subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
(c) We express no opinion with respect to the validity or enforceability of the following provisions to the extent that they are contained in the Opinion Documents: (i) provisions releasing, exculpating or exempting a party from, or requiring indemnification or contribution of a party for, liability for its own action or inaction to the extent that (x) the same are inconsistent with public policy, (y) such action or inaction involves strict liability, gross negligence, negligence, recklessness, willful misconduct, unlawful conduct, fraud, illegality or other wrongful conduct, or (z) such provisions otherwise operate to shift risk in an extraordinary way; (ii) provisions purporting to waive, subordinate or not give effect to rights to notice, demands, legal defenses or other rights or benefits that cannot be waived, subordinated or rendered ineffective under applicable law; (iii) provisions relating to powers of attorney, severability, separability, or rights of subrogation, set-off or counterclaim, or the waiver thereof; (iv) provisions restricting access to courts or purporting to affect the jurisdiction or venue of courts, to the extent not permitted by applicable law; (v) provisions relating to waiver of jury trial; (vi) provisions pursuant to which a party agrees that a judgment rendered by a court or other tribunal in one jurisdiction may be enforced in any other jurisdiction; (vii) provisions purporting to establish penalties; (viii) provisions purporting to bind third parties who have not consented thereto; (ix) provisions purporting to establish evidentiary standards; (x) provisions purporting to entitle a party to the appointment of a receiver; (xi) any provision which constitutes an agreement to agree, (xii) any provision which relates to delay or omission of enforcement of rights or remedies, election of remedies, consent judgments, ratification of future acts, marshaling of assets, the transferability of any assets which by their nature are nontransferable, sales in inverse order of alienation, survival or severability; (xiii) provisions purporting to obligate any party to conform to a standard that may not be objectively determinable or employing items that are vague or have no commonly accepted meaning in the context in which used; and (xiv) provisions purporting to require that all amendments, waivers and terminations be in writing or the disregard of any course of dealing or usage of trade.
