Chesapeake Energy Corporation
September 27, 2018
Page 2 of 3
We are providing this Opinion Letter to fulfill the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act. Capitalized terms not otherwise defined in this Opinion Letter have the meanings ascribed in the Registration Statement.
In preparing this Opinion Letter, we have examined (i) the Articles of Organization and Amended and Restated Operating Agreement and a Certificate of Good Standing issued by the Michigan Department of Licensing and Regulatory Authority (“Filing Office”) dated September 25, 2018 of the Covered Guarantor (the “Organizational Documents”), (ii) a Secretary’s Certificate of James R. Webb, the Corporate Secretary of Northern Michigan Exploration Company, L.L.C., dated as of September 27, 2018, (iii) the Registration Statement and its exhibits, and the Prospectus, and (iv) originals or copies certified or otherwise identified to our satisfaction of such other instruments and other certificates of public officials and of officers and representatives of the Covered Guarantor as we have deemed appropriate as a basis for our opinion.
We have assumed: (i) the genuineness of any signatures on all documents we have reviewed; (ii) the legal capacity of natural persons who have executed all documents we have reviewed; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to originals of all documents submitted as copies and the authenticity of the originals of such copies; (v) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed and relied upon; (vi) the accuracy, completeness and authenticity of certificates of public officials; and (vii) that the Registration Statement, Prospectus, and the Organizational Documents of the Covered Guarantor, each as amended to this date, will not have been amended after this date in a manner that would affect the validity of our opinion. We have relied upon a certificate and other assurances of officers of the Issuer as to factual matters without having independently verified such factual matters.
We have further assumed that:
(i) the Indentures and the Guarantees have been duly authorized, executed and delivered by the parties thereto other than the Covered Guarantor;
(ii) the Registration Statement, and any amendments (including post-effective amendments), will have become effective and will comply with applicable law, and the Base Indenture will have been qualified under the Trust Indenture Act of 1939, as amended; and
(iii) the Notes will have been duly executed by the Issuer and the Trustee, authenticated by the Trustee and delivered in accordance with the provisions of the applicable Indenture.
Our opinion is limited to matters governed by the laws of the State of Michigan, and we express no opinion as to the laws of any other jurisdiction or as to the effect of or compliance with any state securities or blue sky laws. We note that the Covered Guarantor is formed under the laws of the State of Michigan. The Issuer and certain Subsidiary Guarantors are formed under the laws of other jurisdictions, and our opinion does not cover the Issuer or any Subsidiary Guarantors, other than the Covered Guarantor.
