SEC Filings
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| S-4 | |
| HRG GROUP, INC. filed this Form S-4 on 01/15/2016 | |
| Entire Document | |
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1. When duly issued, authenticated and delivered against the surrender and cancellation of the 2022 Initial Notes as set forth in the Registration Statement and in accordance with the terms of the 2022 Notes Indenture and the 2022 Notes Registration Rights Agreement, the 2022 Exchange Notes will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforceability of the 2022 Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). 2. When duly issued, authenticated and delivered against the surrender and cancellation of the 2019 Initial Notes as set forth in the Registration Statement and in accordance with the terms of the 2019 Notes Indenture and the 2019 Notes Registration Rights Agreements, the 2019 Exchange Notes will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforceability of the 2019 Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The opinions expressed above are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect. We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules. Very truly yours, /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP | |