1.the Registration Statement;
2.the 2022 Notes Indenture, including as an exhibit thereto the form of 2022 Exchange Note, included as Exhibit 4.5 to the Registration Statement;
3.the 2019 Notes Base Indenture, including as an exhibit thereto the form of 2019 Exchange Note, included as Exhibit 4.1 to the Registration Statement;
4.the 2019 Notes Supplemental Indenture, included as Exhibit 4.2 to the Registration Statement;
5.the Registration Rights Agreements, dated as of April 14, 2015 and May 19, 2015 (together, the “2019 Notes Registration Rights Agreements”), each among the Company and the initial purchasers named therein, included as Exhibits 4.6 and 4.7, respectively, to the Registration Statement; and
6.the Registration Rights Agreement, dated as of May 19, 2015 (the “2022 Notes Registration Rights Agreement”), among the Company and the initial purchasers named therein, included as Exhibit 4.8 to the Registration Statement.
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and by-laws, as amended, of the Company, certified by the Company as in effect on the date of this letter, and copies of resolutions of the board of directors of the Company relating to the issuance of the Exchange Notes, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Exchange Notes will be issued as described in the Registration Statement and (ii) that the Exchange Notes will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
