Subscription Rights and together with the Debt Securities, the Guarantees, the Common Stock, the Preferred Stock, the Depositary Shares, the Warrants, the Purchase Contracts
and the Units, the Securities) in one or more offerings from time to time on a delayed or continuous basis (the Offerings) for an aggregate amount to be registered pursuant to Rule 462(b) of the Rules.
You have advised us that: (i) Senior Debt Securities will be issued under a senior indenture (the Senior Indenture)
between the Company and a trustee named therein (the Trustee). Subordinated Debt Securities will be issued under a subordinated indenture (the Subordinated Indenture and together with the Senior Indenture, the
Indentures) between the Company and the Trustee; (ii) the Depositary Shares will be issued under deposit agreements (the Deposit Agreements), to be entered into between the Company and a bank or trust
company (the Depositary); (iii) the Warrants will be issued under one or more warrant agreements (the Warrant Agreements), to be entered into between the Company and a bank or trust company as warrant agent
(the Warrant Agent); (iv) the Purchase Contracts will be issued under one or more purchase contract agreements (the Purchase Contract Agreements), to be entered into between the Company and an agent (the
Purchase Contract Agent); and (v) the Subscription Rights will be issued under one or more subscription rights agreements (the Subscription Right Agreements), to be entered into between the Company and a
bank or trust company as rights agent (the Rights Agent).
In connection with the registration of the Securities, we
have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including: (i) the organizational
documents of the Company; (ii) minutes and records of the corporate proceedings of the Company, including the Board of Directors of the Company; and (iii) the Registration Statement and the exhibits thereto.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the Guarantors and the due authorization, execution and delivery of all documents by the
parties thereto other than the Company and the Guarantors. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other
representatives of the Company and the Guarantors.
We have also assumed that: