We have also reviewed the memorandum of association and thebye-laws of the Company (together, the “Constitutional Documents”), each certified by the Assistant Secretary of the Company on 2 April 2019, resolutions of the board of directors of the Company adopted on 1 May 2002,14-15 May 2013,19-20 May 2015, 2, August 2017,7-8 February 2018 and 1 August 2018 respectively, and resolutions of the Offerings Committee of the board of directors of the Company adopted on25 March 2019, each certified by the Assistant Secretary of the Company on 1 April 2019 (together, the “Resolutions”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that the Constitutional Documents will not be amended in any manner that would affect the opinions expressed herein, (f) that all necessary corporate action will be taken to authorise and approve the issuance of the Notes, the terms of the offering thereof and all related matters, (g) that the applicable indenture and any applicable supplements thereto will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto, (h) the capacity, power and authority of all parties other than the Company to enter into and perform their respective obligations under any and all documents entered into by such parties in connection with the issuance of the Notes and the due execution and delivery thereof by each party thereto, (i) that none of the parties to such documents will have carried on or will carry on activities, other than the performance of their obligations under such documents, which would constitute the carrying on of investment business in or from Bermuda, and (k) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Prospectus Supplement with the Commission and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
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