Securities (Liquidation Amount of $25 per Trust Preference Security) to be issued by the Trust representing preference undivided beneficial interests in the assets of the Trust (each, a "Trust Preference Security" and collectively, the "Trust Preference Securities"), filed by the Company and the Trust with the SEC on or about May 8, 2024;
(d)The Amended and Restated Declaration of Trust for the Trust (the "Trust Agreement"), dated as of May 13, 2024 by the Company and the trustees of the Trust named therein (including Annex I thereto), filed as an exhibit to the Registration Statement;
(e)The Underwriting Agreement; and
(f)A Certificate of Good Standing for the Trust, dated May 10, 2024, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.
As to various questions of fact material to our opinion, we have relied upon the representations made in the foregoing documents. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Trust Preference Security is to be issued by the Trust (collectively, the "Trust Preference Security Holders") of a Trust Preference Security Certificate for such Trust Preference Security and the payment for such Trust Preference Security, in accordance with the Trust Agreement and the Underwriting Agreement, and (vii) that the Trust Preference Securities are executed, authenticated, issued and sold to the Trust Preference Security Holders in accordance with the Trust Agreement and the Underwriting Agreement. We have not participated in the preparation of the Registration Statement (except for providing this opinion) or the Prospectus and assume no responsibility for their contents, other than this opinion.
