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verification, upon certificates and oral or written statements and representations of public officials and officers and other representatives of the Company and others.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware.
2. The Company has limited liability company power and authority to execute and deliver the Indenture and to authorize and issue the Recovery Bonds and to perform its obligations under the Indenture and the Recovery Bonds.
3. The Recovery Bonds, when duly executed and authenticated in accordance with the provisions of the Indenture and delivered against receipt of payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.
This letter is limited to the Limited Liability Company Act of the State of Delaware and the laws of the State of California (excluding the securities laws of the State of California). We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving the foregoing consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Norton Rose Fulbright US LLP
Norton Rose Fulbright US LLP
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.