Sun Communities, Inc.
Sun Communities Operating Limited Partnership
March 29, 2024
Page 3
accordance with its terms, (ii) Section 5-501.6.b of the New York General Obligations Law will apply to any Debt Securities referred to therein, and (iii) the form and terms of any Debt Securities, and the issuance, sale, and delivery of any such Debt Securities, and the incurrence and performance of all obligations thereunder or in respect thereof in accordance with the terms thereof, in each case, will be in full compliance with, and will not violate, the certificate or articles of incorporation, certificate of formation, charter, bylaws, limited liability company agreement, limited partnership agreement, or similar organic document of any of the Obligors, or any applicable law, rule, regulation, order, judgment, decree, award, or agreement binding upon any of the Obligors, or to which the issuance, sale, and delivery of such Debt Securities, or the incurrence and performance of such obligations, may be subject, or violate any applicable public policy, or be subject to any defense in law or equity. Furthermore, insofar as the opinions expressed below pertain to the choice of law provisions of the instruments referred to in such paragraphs, such opinions are rendered solely in reliance upon New York General Obligations Law Section 5-1401, and are expressly conditioned upon the assumption that the legality, validity, binding effect, and enforceability of said provisions will be determined by a court of the State of New York or a United States federal court sitting in New York and applying New York choice of law rules, including said Section 5-1401. We express no opinion as to any constitutional limitations upon said Section 5-1401 or their effect, if any, upon any of such opinions.
Except to the extent expressly stated in the numbered opinion paragraphs below, we have assumed with respect to each of the indentures and the Debt Securities referred to herein, the valid existence and the power and authority (limited partnership, corporate, limited liability company, or other) of each of the parties thereto to enter into and to incur and perform all of its obligations thereunder and have also assumed the due authorization by all requisite action (corporate, limited partnership, limited liability company, or other) and the due execution and delivery by each of such parties of such instruments and that such instruments constitute or will constitute valid and binding obligations of each of the parties thereto. We note that Sun Operating is formed under the laws of the State of Michigan, and its general partner, Sun Communities, is incorporated under the laws of the State of Maryland.
Based upon the foregoing and subject to the limitations, qualifications, exceptions, and assumptions set forth herein, we are of the opinion that:
1. Each series of Sun Communities Primary Debt Securities will constitute valid and legally binding obligations of Sun Communities, once (a) in the case of Sun Communities Primary Debt Securities to be issued under the Sun Communities Senior Indenture, the Sun Communities Senior Indenture has been validly executed and delivered by Sun Communities, as issuer, and by the trustee thereunder, (b) in the case of Sun Communities Primary Debt Securities to be issued under the Sun Communities Subordinated Indenture, the Sun Communities Subordinated Indenture has been validly executed and delivered by Sun Communities, as issuer, and by the trustee thereunder, (c) in the cases of Sun Communities Primary Debt Securities to be issued under either of the Sun Communities Indentures, a supplemental indenture (to such indenture), establishing such series of Sun Communities Primary Debt Securities, has been duly authorized