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| | July 26, 2024 Page 2 |
Certificate of Amendment thereto, dated as of May 25, 2021 (collectively, the “Certificate”); (ii) the Third Amended and Restated Bylaws of the Company, dated December 12, 2023 (the “Bylaws”); (iii) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Offering; (iv) the organizational documents of the New Guarantors; (v) the Registration Statement, including the Prospectus and Amendment No. 3; (vi) the Indenture, dated as of April 6, 2022, among the Company, as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (as amended or supplemented from time to time, the “Indenture”), listed as an exhibit to the Registration Statement; and (viii) such other documents as we have deemed necessary or appropriate for purposes of this opinion. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinions expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.
In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) the Registration Statement and any subsequent amendments (including Amendment No. 1, Amendment No. 2, Amendment No. 3, and other additional post-effective amendments) will be effective and comply with all applicable laws; (v) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and the applicable prospectus supplement(s); (vi) the Indenture, and any supplemental indenture relating to a particular series of Debt Securities and the related Guarantees, will have been duly qualified under the Trust Indenture Act of 1939, as amended; (vii) one or more prospectus supplements will have been prepared and filed with the Commission describing the Securities offered thereby; (viii) the Indenture, and any supplemental indenture relating to a particular series of Debt Securities and the related Guarantees, will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; and (ix) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto.
Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: (i) when the board of directors (the “Board”) of the Company (or a committee thereof) and the sole member, manager, officer or board of directors of each of the New Guarantors, respectively, have taken all necessary corporate action to approve the issuance and terms of any such Debt Securities and the related Guarantees; (ii) when the terms of such