2. If shares of Common Stock are issuable upon conversion, exercise or exchange of the Preference Stock, Depositary Shares, Warrants or Stock Purchase Contracts, as applicable, the shares of Common Stock issuable upon conversion, exchange or exercise will be validly issued, fully paid and non-assessable, when such shares of Common Stock shall have been issued and duly delivered in accordance with the applicable Preference Stock, Depositary Shares, Warrant or Stock Purchase Contract, upon receipt of the consideration therefor provided for therein, assuming: (i) that the conversion, exercise or exchange of the Preference Stock, Depositary Shares, Warrant or Stock Purchase Contract, as applicable, is in accordance with its terms, for the consideration approved by the Company Board; and (ii) that a sufficient number of shares of Common Stock is authorized and reserved and available for issuance.
3. With respect to an offering of shares of Preference Stock, such shares of Preference Stock will be validly issued, fully paid and non-assessable when: (i) the Company Board shall have duly adopted final resolutions in conformity with the Articles of Incorporation authorizing the issuance and sale of such shares of Preference Stock; (ii) the Company Board shall have designated the preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, of such shares of Preference Stock; (iii) the certificate of designations, approved by appropriate action by the Company Board, relating to such shares of Preference Stock shall have been properly filed with the Secretary of State of the State of Missouri; and (iv) certificates representing such shares of Preference Stock shall have been duly executed, countersigned and registered and duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the consideration therefor provided for therein.
For the purposes of this opinion letter, I have assumed that, at the time of the issuance, sale and delivery of each issue of Common Stock, Preference Stock or Depositary Shares, as applicable: (i) any such Common Stock, Preference Stock or Depositary Shares, as applicable, being offered will be issued and sold as contemplated in the Registration Statement or the prospectus supplement relating thereto; (ii) the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability thereof; and (iii) the Articles of Incorporation of the Company, as currently in effect, will not have been modified or amended and will be in full force and effect. I am licensed to practice law in the State of Missouri and the foregoing opinions are limited to the laws of the State of Missouri.
I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to me included in or made a part of the Registration Statement. In giving the foregoing consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder. This opinion may not be relied upon by you for any other purpose.
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Very truly yours, |
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/s/ Christie Dasek-Kaine |
Christie Dasek-Kaine Senior Director, Counsel and Assistant Corporate Secretary |
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