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| Fried, Frank, Harris, Shriver & Jacobson LLP |
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October 24, 2024
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In all such examinations, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, electronic or reproduction copies. As to various questions of fact
relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Agreements and certificates and oral or written statements and other information of or from public officials,
officers or representatives of the Company and others.
To the extent it may be relevant to the opinion expressed herein, we have assumed
that (i) all of the parties to the Documents are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to (a) execute and deliver the Documents to which they
are a party, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby; (ii) each of the Documents has been duly authorized, executed and delivered by all of the parties thereto, the execution
thereof does not violate the charter, the bylaws or any other organizational document of any such parties or the laws of the jurisdiction of incorporation or formation of any such parties, and each of the Documents constitutes a valid and binding
obligation of all the parties thereto (other than as expressly addressed in the opinion below as to the Company) enforceable against such parties in accordance with its respective terms; (iii) the Debt Securities have been duly authenticated
and delivered by the Trustee in accordance with the terms of the Indenture against payment therefor in accordance with the terms of the Agreements; and (iv) all of the parties to the Documents will comply with all of their covenants, agreements
and obligations under the Documents and all laws applicable thereto.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the Debt Securities, when paid for by the Underwriters in accordance with the terms of the Agreements, will constitute valid and binding obligations of the Company.
The opinion set forth above is subject to the following:
(i) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in
effect relating to or affecting creditors’ rights or remedies generally;
(ii) general principles of equity
(including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies) whether such principles are considered in a proceeding in equity or at
law; and
(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation,
or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.
We express no opinion as to the validity, binding effect or enforceability of any provision of the Debt Securities or the Indenture:
(i) relating to indemnification, contribution or exculpation;
(ii) containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of
the foregoing, collectively, a “Waiver”) by the Company under any of such Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty,
defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under, provisions of
applicable law (including judicial decisions);
(iii) related to (a) forum selection or submission to
jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of such provision is to be
considered by any court other than a court of the State of New York, (b) choice of governing law to the extent the validity, binding effect or enforceability of any such provision is to be considered by any court other than a court of the State
of New York or a federal district court sitting in the State of New York, in each case, applying the choice of law rules of the State of New York, (c) service of process, or (d) waivers of any rights to trial by jury;