organization; that such Agent is duly qualified to engage in the activities contemplated by the applicable Securities Agreements; that each Securities Agreement has been duly authorized, executed
and delivered by applicable Agent and constitutes the legally valid and binding obligations of such Agent, enforceable against such Agent in accordance with its terms; that the applicable Agent is in compliance, generally and with respect to acting
as an agent under the Securities Agreements with all applicable laws and regulations; and that the applicable Agent has the requisite organizational and legal power and authority to perform its obligations under the applicable Securities Agreements.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the heading Legal Matters in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission. This opinion and consent may be incorporated by reference in a subsequent registration statement filed pursuant to Rule 462(b) of the Rules with respect to the registration of additional Securities
for sale in any Offering contemplated by the Registration Statement and shall cover such additional Securities.
We do not find it
necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or blue sky laws of the various states to the sale of the Securities.
Our advice on every legal issue addressed in this letter is based exclusively on the federal securities laws of the United States, the
internal law of the State of New York, the General Corporation Law of the State of Delaware (solely with respect to the Company and the Delaware Guarantors that are corporations), the Limited Liability Company Act of the State of Delaware (solely
with respect to the Delaware Guarantors that are limited liability companies), and the California Corporations Code (solely with respect to the California Guarantor), and represents our opinion as to how that issue would be resolved were it to be
considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the
case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. This letter is not intended to guarantee the outcome of any legal dispute which may arise in the future. None of the
opinions or other advice contained in this letter considers or covers any foreign or state securities (or blue sky) laws or regulations.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated
herein. The Securities may be issued from time