YOUNG CONAWAY STARGATT & TAYLOR,LLP
Sabre Corporation
August 24, 2020
Page 3
Based upon and subject to the foregoing and subject to the assumptions, exceptions, qualifications, and limitations in this letter, it is our opinion that:
1. The Securities issued and sold by Sabre in the Offerings will be validly issued by Sabre and will be fully paid and non-assessable.
2. The issuance, upon conversion of the Preferred Stock in accordance with the Certificate of Designations and the terms of the Preferred Stock, of shares of the Common Stock into which the Preferred Stock is convertible at the initial conversion price has been duly authorized by Sabre, and, upon such issuance, such shares of Common Stock will be validly issued by Sabre and will be fully paid and non-assessable.
The opinions in this letter are subject to the following assumptions, exceptions, qualifications, and limitations, in addition to those above:
A. The opinions in this letter are limited to the General Corporation Law of the State of Delaware, 8 Del. C. §§ 101–398 (the “DGCL”). We have not considered, and express no opinion on the effect of, concerning matters involving, or otherwise with respect to any other laws of any jurisdiction (including, without limitation, federal laws of the United States of America), or rules, regulations, orders, or decisions relating thereto.
B. We have assumed that: (i) all signatures on all documents reviewed by us are genuine; (ii) all documents furnished to us as originals are authentic; (iii) all documents furnished to us as copies or specimens conform to the originals thereof; (iv) all documents furnished to us in final draft or final or execution form have not been terminated, rescinded, altered, or amended, are in full force and effect, and conform to the final, executed originals of such documents; (v) each document reviewed by us constitutes a legal, valid, and binding obligation of each of the parties thereto, enforceable against each of such other parties in accordance with its terms; and (vi) each document reviewed by us constitutes the entire agreement among the parties thereto with respect to the subject matter thereof.
C. We have assumed that: (i) the Securities in the Offerings will be issued in compliance with any requirements therefor set forth in the corporate actions authorizing the Offerings and in the manner contemplated by Amendment No. 1; (ii) the Securities in the Offerings will be offered, sold, and delivered in compliance with applicable law and any requirements therefor set forth in the corporate actions authorizing the Offerings and in the manner contemplated by Amendment No. 1; (iii) the Securities in the Offerings will be offered, sold, and delivered to, and paid for by, the purchasers thereof in accordance with the terms of an agreement or agreements duly authorized, executed, and delivered by the parties thereto; and (iv) if the Securities are issued in certificated form, certificates representing such Securities will be duly registered, executed, delivered, and countersigned, and if the Securities are issued in book-entry form, the Securities will be duly registered.