Common use of Assumptions Clause in Contracts

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenture.

Assumptions. In giving rendering this opinion, opinion we have assumed, without having made any independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue investigation of the laws facts, except with respect to matters of that jurisdiction; (ii) State and federal law on which we have opined below, the legal capacity of all signatories, following: the genuineness of all signatures, the conformity to original documents and the completeness authenticity of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, originals and the authenticity and completeness of the conformity with originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties copies; to the Underwriting Agreementextent that the obligations of Mortgagor may be dependent upon such matters, other than with respect to Mortgagor, that each party to the Indenture agreements and the Securities, as the case may be, contracts referred to herein is duly organized formed, validly existing and validly existing, in good standing under the laws of its jurisdiction of formation; that each such other party has the requisite corporate or other organizational power and authority to executeperform its obligations under such agreements and contracts, deliver as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes the legally valid and binding obligations of, such other parties, as applicable, enforceable against such other parties in accordance with their respective terms; that, (a) if Mortgagor is a corporation, Mortgagor is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (b) if Mortgagor is a limited liability company, Mortgagor is duly formed, validly existing and in good standing under the laws pertaining to limited liability companies in the jurisdiction where Mortgagor was formed; that Mortgagor has the requisite organizational or corporate power, as applicable, and authority to enter into and perform its obligations under the Underwriting AgreementSubject Documents to which it is a party; the due authorization, the Indenture execution and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance by Mortgagor of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except Subject Documents to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each which Mortgagor is a party; that a part or all of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities loan proceeds to be issued and sold by it advanced pursuant to the Underwriting Agreement, and that such Securities Credit Agreement will have been duly and validly authorized and issued; (v) advanced on or before the accuracy of the date hereof; that all material factual matters, including without limitation, representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement Subject Documents, are true and correct as set forth therein; that Mortgagor, at the Indenture; and (vi) that all offers and sales time of recordation of the Securities Mortgage held an interest of record in the real property portions of the Mortgaged Property owned or leased, as applicable, by Mortgagor; and that the Subject Documents will be made governed by and construed in compliance withaccordance with the internal laws of the State, and in notwithstanding the manner contemplated by, provisions of the Prospectus, Subject Documents to the Underwriting Agreement and the Indenturecontrary.

Assumptions. In giving this legal opinion, we have assumedassumed with your consent, without independent verificationand we have not verified independently: (ia) the genuineness of all signatures, stamps and seals, the conformity to the originals of all the documents submitted to us as certified, photostatic, faxed or e-mailed copies or specimens and the authenticity of the originals of such documents; (b) the due and valid authorization, execution and delivery of the Opinion Documents by all the parties thereto (other than the Company), as well as the power, authority, capacity and legal right of all the parties thereto (other than the Company) to enter into, execute, deliver and perform their respective obligations thereunder, and compliance with all applicable laws and regulations, other than Luxembourg law; (c) that all authorizations, approvals and consents of any country other than Luxembourg which may be required in connection with the execution, delivery and performance of the Opinion Documents (and any other documents in connection therewith) have been or will be obtained and that all internal corporate or other authorization procedures by each party (other than the Company) for the execution by it of the Opinion Documents (or any document in connection therewith) to which it is expressed to be a party, have been duly fulfilled; (d) that the performance Opinion Documents (and any document in connection therewith) have been signed on behalf of the Company by ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ duly appointed by the General Partner as per the minutes mentioned in paragraph I (d); (e) that the Opinion Documents are legal, valid, binding and enforceable under New York law, that the choice of New York law is valid (as a matter of New York law) as the choice of proper law and that the obligations assumed by all the parties thereunder constitute legal, valid, binding and enforceable obligations under New York law by which the Opinion Documents are expressed to be governed; (f) that the Opinion Documents constitute the legal, valid and binding obligations of each of the parties thereto (other than the Company) under the laws of the jurisdiction of their incorporation or of their principal office or of their principal place of establishment; (g) that the Opinion Documents are in the proper legal form to be admissible in evidence and enforced in the courts, and in accordance with the laws, of the State of New York by which they are expressed to be governed; (h) that, in so far as any obligation under, or action to be taken under, the Opinion Documents is required to be performed or taken in any jurisdiction outside New York Luxembourg, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal or ineffective by virtue of the laws of that jurisdiction; (iii) that there are no provisions of the legal capacity laws of all signatoriesany jurisdiction outside Luxembourg which would adversely affect, or otherwise have any negative impact on, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originalsopinions expressed in this legal opinion; (iiij) that (a) each of all the parties to the Underwriting AgreementOpinion Documents (other than the Company) are companies duly organized, the Indenture and the Securities, as the case may be, is duly organized incorporated and validly existing, has existing in accordance with the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance laws of the Underwriting Agreementjurisdictions of their respective incorporation and/or their place of effective management, having a corporate existence, that in respect of all the Indenture and the Securities, as the case may be, and, except parties to the extent expressly set out in Opinion Documents, no steps have been taken pursuant to any insolvency proceedings to appoint an administrator, receiver or liquidator over the opinions below as respective parties or their assets and that no voluntary winding-up of such parties has been recorded at the date hereof; (k) that all conditions precedent to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation effectiveness of each of the Opinion Documents, other than the delivery of this legal opinion, have been satisfied and that each of the Opinion Documents is in full force and effect as against the parties thereto; (l) that all payments and transfers made by, enforceable against each such party on behalf of, in favour of, or for the account of, the Company are made on arm’s length terms and are in accordance with its terms and market practice; (cm) except to the extent expressly set out in the opinions below that any representation, warranty or statement of fact or law, other than as to the Companylaws of Luxembourg, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained made in the Underwriting Agreement Opinion Documents (and the Indentureany document in connection therewith) and relied upon or assumed in this legal opinion is true, accurate and complete in all respects material to this opinion; and (vin) that all offers and sales the Articles have not been amended since the date referred to in paragraphs I. (c); and (o) that the meeting of the Securities will be made General Partner of the Company mentioned in compliance withparagraph I. (d) above was duly convened, and in duly held. We express no, nor do we imply any, opinion as to any laws other than the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenturelaws of Luxembourg.

Assumptions. In giving For the purposes of this opinion, Opinion we have assumed, assumed without independent verificationinvestigation that: (ia) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as originals are authentic, the signatures of each party, other than person signing on behalf of the Underwriters, are genuine and documents submitted as copies or received by us by facsimile or other electronic transmission, and conform to the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iiib) all Ministerial Orders, authorizations, certificates of public officials, that have been provided have been properly given and are accurate; (ac) each the Indenture, the Underwriting Agreement and the Securities constitute valid and legal obligations under the laws of the parties State of New York; (d) the Issuer has borrowing capacity under the Public Debt Management Act to incur the Underwriting Agreement, the Indenture and indebtedness intended to be incurred under the Securities, as ; (e) the case may be, is duly organized and validly existing, Issuer has the full power and authority to execute, deliver and perform its obligations under and be bound by the Indenture, the Underwriting Agreement, the Indenture Agreement and the Securities, as and further that the case may be, Issuer has taken all necessary governmental or executive action necessary to authorize the execution, delivery and performance of the Underwriting AgreementIndenture, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; andSecurities, which constitute valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms; (vif) that all the execution, delivery and performance by the Issuer of the Indenture, the Underwriting Agreement and the Securities do not contravene or conflict with any law, rule or regulation binding upon the Issuer; (g) the Securities, have been (i) duly authenticated in accordance with the Indenture and (ii) have been delivered in accordance with the Underwriting Agreement; (h) the offers and sales of the Securities have been and will be made and conducted in compliance with, and in the manner contemplated by, its terms, the ProspectusIndenture, the Underwriting Agreement and the Prospectus; (i) there are no provisions of the laws of any jurisdiction outside Jamaica which would be contravened by the execution, delivery or performance of the Indenture, the Underwriting Agreement and the Securities and that, in so far as any obligation under the Indenture, the Underwriting Agreement and the Securities falls to be performed in any jurisdiction outside Jamaica, such performance will not be illegal or be adversely affected by virtue of the laws or regulations of, or applicable in, that jurisdiction; and (j) the selection of the laws of New York as the governing law of the Indenture, the Underwriting Agreement and the Securities was made in good faith and would be regarded as a valid and binding choice of law and would be upheld by the courts of New York as a matter of the laws of New York and all other relevant laws (other than the laws of Jamaica). In addition, we have not independently verified factual matters set out in the Indenture, the Underwriting Agreement, the Securities or the Prospectus.

Assumptions. In giving this opinionWe have made the following assumptions, which we have assumed, without independent verificationnot independently verified or established and on which we express no opinion: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) 1. We have assumed the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents Opinion Documents and the completeness of all documents Opinion Documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents Opinion Documents and of all documents Opinion Documents submitted to us as originals;. (iii) 2. We have assumed that (a) each of the parties party to the Underwriting Agreement, the Indenture and the Securities, as the case may be, 2017 Documents is duly organized organized, validly existing and validly existingin good standing under the laws of each jurisdiction where each party is required to be so qualified, has the power and authority to execute, deliver and perform its the 2017 Documents to which it is a party, and has duly authorized, executed and delivered those 2017 Documents, and that the 2017 Documents constitute the valid and binding obligations of the parties to them (other than the Issuer), enforceable against those parties (other than the Issuer) in accordance with their respective terms. We have assumed that each party to the Existing Agreements is duly organized, validly existing and in good standing under the Underwriting Agreement, the Indenture and the Securities, as the case may belaws of each jurisdiction where each party is required to be so qualified, has taken the power and authority to execute, deliver and perform the Existing Agreements to which it is a party, and has duly authorized, executed and delivered those Existing Agreements, and that the Existing Agreements constitute the valid and binding obligations of the parties to them (including the Issuer), enforceable against those parties (including the Issuer) in accordance with their respective terms. 3. We have assumed that, to the extent we have not expressly opined thereon in paragraphs C.2 below, all action necessary to authorize authorizations, approvals and consents of, and all filings and registrations with, governmental and regulatory authorities and agencies required for the execution, delivery and performance of the Underwriting AgreementOpinion Documents have been obtained or made. We have assumed that the Issuer is not party to any agreement, the Indenture and the Securitiesor subject to any writ or order, as the case may bethat might affect any of our opinions below. 4. We have assumed, and, except to the extent we have not expressly set out opined thereon in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreementparagraphs C.3 below, the Indenture execution, delivery and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each performance of the Opinion Documents by the respective parties theretothereto did not, enforceable against each do not and will not contravene or conflict with any law, rule or regulation binding upon such party, the constitutive documents of any party, any agreement or instrument to which any such party in accordance with is a party or by which its terms properties or assets are bound, or any judicial or administrative judgment, injunction, order or decree binding upon any such party or its properties. 5. We have assumed that the purchase and (c) except to the extent expressly set out in the opinions below as to the Company, each sale of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities Notes will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Note Purchase Agreement and that each Purchaser is acquiring its Notes without any present intention to distribute the IndentureNotes. 6. We have assumed as to matters of fact the accuracy of the representations and warranties, and compliance with the agreements, contained in the Note Purchase Agreement (and there are no facts, circumstances or matters that may be material to the opinions set out herein and that have not been disclosed to us) and due performance by each of them and any other applicable person of the undertakings and agreements set forth therein. 7. We have assumed that there is no other agreement that modifies the agreements expressed in the Opinion Documents, and that all representations and warranties of the parties in the Opinion Documents as to factual matters are true and correct. 8. We have assumed that the Issuer has received the agreed to and stated consideration for the incurrence of the obligations applicable to it under the terms of the Opinion Documents.

Assumptions. In examining and in describing the documents listed above and in the Annex, and in giving this opinionopinion we have, we have with your permission, assumed: POWER, without independent verification:CAPACITY AND AUTHORITY; INCORPORATION, EXISTENCE AND STANDING; COMPLIANCE (i) the power, capacity (corporate and other) and authority of all parties (other than the Companies) to enter into the Indenture and to perform their respective obligations thereunder and that the performance Indenture is or will be (where appropriate) duly authorised, executed and delivered by all parties thereto (other than the Companies) and create valid and legally binding obligations for all such parties as a matter of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdictionapplicable law (if other than Netherlands law on which we opine); (ii) that each party to any document (other than the legal capacity Companies) is duly incorporated and organised, validly existing and in good standing (where such concept is legally relevant) under the laws of all signatoriesits jurisdiction of incorporation and of the jurisdiction of its principal place of business; DOCUMENTS, ATTORNEYS (iii) the genuineness of all signaturessignatures (including that of Ms. Golding on behalf of the Companies on the Indenture) on a▇▇ ▇▇▇▇▇▇▇▇s or on the originals thereof, the conformity to original documents authenticity and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, originals and the authenticity and completeness conformity of conformed, (photo)copy, e-mail, faxed or specimen documents to the originals of those documents and of all documents submitted to us as originalsthereof; (iiiiv) that (a) each the absence of any arrangements between one or more of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance and/or other persons which modify or supersede any of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation terms of each any of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued;Indenture; CORPORATE DOCUMENTS (v) the accuracy of the representations that all matters confirmed and warranties, and compliance with the undertakings and agreements, of each of the parties contained certified in the Underwriting Agreement Corporate Documents are true and the Indentureaccurate; andMISCELLANEOUS (vi) that all offers the Notes, the Exchange Notes and sales any other securities will only be issued by the Issuers, and will be issued, offered and sold in the form set out in, on the terms and in accordance with the provisions of the Securities Indenture and that any Notes, Exchange Notes or securities will be made in compliance withexecuted, authenticated and issued in the manner contemplated by, form scheduled to the Prospectus, the Underwriting Agreement and the IndentureIndenture (if applicable); and (vii) that any applicable law (other than those of The Netherlands on which we opine) would not affect or qualify our opinion as set out below.

Assumptions. In giving this opinionrendering the opinions set forth in Section C below, we have assumed, assumed with your consent and without independent verification: (i) that investigation: the performance genuineness of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) all signatures; the legal capacity of all signatoriesSilver Point Finance, LLC, as Administrative Agent SPCP Group, LLC, as Lender 20__ Page3 individuals who have executed any of the genuineness Documents reviewed by us; the authenticity of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents Documents submitted to us as originals; , the conformity to the originals of all Documents submitted to us as certified, photostatic, facsimile, reproduced or conformed copies, the authenticity of the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete; the truthfulness of each statement as to all factual matters otherwise not known to us to be untruthful contained in any Document encompassed within the due diligence review undertaken by us; the payment of all required documentary stamps, taxes and fees imposed upon the execution, filing or recording of documents; there have been no undisclosed oral or written modifications of any provision of any Document reviewed by us in connection with the rendering of the opinions, all terms and conditions of, or relating to, the transactions contemplated by the Transaction Documents are correctly and completely embodied in the Transaction Documents; that all parties have complied with any requirement of good faith, fair dealing and conscionability; that each Subsidiary is solvent; that each Subsidiary has received adequate consideration for entering into the Transaction Documents; that (i) the Articles of Incorporation or Bylaws of each Subsidiary has not been amended and that no such amendment is pending or has been proposed, (ii) each Subsidiary is organized solely under the laws of the State of Colorado, (iii) that there are no proceedings pending or contemplated for (A) the merger, consolidation, conversion, dissolution, liquidation or termination of any Subsidiary, or (B) any Subsidiary's transfer to or domestication in any other jurisdiction and (iv) each Subsidiary has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, within the last four (4) months. Since we have not represented any of the Subsidiaries with regard to their respective corporate formalities, for purposes of the opinions rendered below, we rely on the presumption of regularity and continuity (a) each of the parties to the Underwriting Agreementfor all stock issuances, the Indenture and the Securitiescancellations thereof where applicable, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) with the Underwriting Agreement constitutes the legal, valid and binding obligation of each exception of the parties theretowritten consent referenced under Section A.S. and the Certificate referenced under Section A.7. above, enforceable against each such party in accordance with its terms for all of the minutes of the meetings and (c) except to written consents of the extent expressly set out in the opinions below Subsidiaries' Board of Directors and shareholders, and as to the Companyany such meetings or consents, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenturethey were properly noticed or notice was properly waived.

Assumptions. In giving this Our opinions herein are expressly predicated on each of the material assumptions discussed herein, all of which we have assumed to the extent material to our opinions, and which we have made with your approval and without any independent investigation or inquiry other than examination of the instruments and other documents explicitly referenced herein. We have assumed with your approval that the Buyer would, within any and all applicable time periods under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and any applicable local or court rules, file a written objection to any motion or other proceeding seeking to substantively consolidate the Company with an Upstream Equity Owner, and that such objection would be competently briefed and argued by the Buyer to a final judicial resolution. We have assumed (i) no fraudulent or bad faith activity on the part of the Company or the Upstream Equity EXHIBIT ▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Public Power Authority _________, 2018 Page 3 Owners; (ii) that each Upstream Equity Owner will not (A) hold itself out as being obligated to pay, and will not pay, the debts of the Company, or (B) comingle its assets with those of the Company; (iii) that the Buyer has relied on the separate existence, credit and assets of the Company in entering into the Operative Agreements with the Company; (iv) substantive consolidation of the Company with an Upstream Equity Owner would be materially prejudicial to the Buyer or the Company’s unsecured creditors; (v) that the Company has not exercised and will not exercise its right under the PPA to replace the Desert Harvest Project with the Maverick Project; and (vi) that the only Upstream Equity Owners are EDF RE and EDF RD, since EDF RE is the sole member of the Company and EDF RE is the sole shareholder of EDF RD. As to matters of fact, we have reviewed and, with your approval and without any independent inquiry, have relied exclusively upon the statements, representations, warranties, and covenants contained in the Documents. We have further assumed, to the extent material to the opinion set forth herein, that such statements, representations, and warranties are now, and will remain, accurate, and that such covenants will be kept, observed and otherwise performed until all obligations of the Company under the PPA are fulfilled and discharged in full. Additionally, to the extent material to our opinion, we have assumed, without independent verification: (i) that inquiry, the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity authenticity of all signatoriesdocuments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons, and the conformity to original documents and the completeness originals of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties thereof. We have also assumed, to the Underwriting Agreementextent material to our opinion and without independent inquiry, that the Indenture and the Securities, as the case may be, Company is duly organized and formed, that it has since its formation been validly existingexisting as a separate entity, that it has at all relevant times complied with the separateness covenants set forth in its Entity Documents, that the Company has the limited liability company power and authority to execute, deliver enter into and perform all of its obligations under all of the Underwriting AgreementDocuments to which it is a party, and that each Upstream Equity Owner has the limited liability company or corporate power and authority to enter into and perform all of its obligations under all of the Documents to which it is a party, and we have also assumed as to each of the Company and each Upstream Equity Owner the due authorization by all requisite limited liability company or corporate action, the Indenture due execution and delivery, and the Securitiesvalidity, as the case may bebinding effect and enforceability of all such Documents in accordance with their terms. We assume that, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as material to the Company’s separateness, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company has complied in all material respects, is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreementin compliance in all material respects, and that such Securities have been duly and validly authorized and issued; (v) at all times in the accuracy of the representations and warrantiesfuture will continue to comply in all material respects, and compliance with the undertakings and agreementsprovisions set forth in its Entity Documents. Notwithstanding anything else in this opinion or the Documents, of we do not assume that the Company or each of Upstream Equity Owner will remain solvent, contribute additional capital, not become a debtor under the parties contained Bankruptcy Code or have the ability to pay its debts in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenture.future. EXHIBIT ▇-▇▇▇ LEGAL BACKGROUND

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Time of Sale Prospectus, the Underwriting Agreement and the Indenture, will not violate any applicable law (other than Applicable Laws) or result in a default under or breach of any agreement or instrument binding upon the Company and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture Agreement and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities Shares to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities Shares have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the IndentureAgreement; and (vi) that all offers and sales of the Securities Shares will be made in compliance with, and in the manner contemplated by, the Time of Sale Prospectus, the Underwriting Agreement Prospectus and the IndentureUnderwriting Agreement.

Assumptions. In giving this opinionFor the purposes of the opinions expressed herein, without independent investigation or verification and with your concurrence, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) 2.1 the legal capacity of all signatoriesindividuals, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals, the conformity with authentic originals of all documents submitted to us as copies, and the identity and capacity of all individuals acting or purporting to act as public officials; (iii) 2.2 the accuracy and completeness of all information provided to us by offices of public record; 2.3 the accuracy and completeness of all factual statements made in the Certificates of Officer and that (a) all such statements remain accurate and complete at the time this opinion is delivered; 2.4 that each of the parties to the Underwriting AgreementDocuments, other than the Indenture and the Securities, as the case may beCompanies, is duly organized and a validly existingsubsisting legal entity, has the all requisite power and authority capacity to execute, execute and deliver each Document to which it is a party and to exercise and perform its obligations under the Underwriting Agreementthereunder, the Indenture and the Securities, as the case may be, has taken all necessary action necessary to authorize the execution, execution and delivery of each such Document and the exercise of its rights and the performance of its obligations thereunder; 2.5 each of the Underwriting Agreement, Documents constitutes under the Indenture and laws of the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the State of New York a legal, valid and binding obligation of each of the parties thereto, party thereto and is enforceable against each such party parties in accordance with its terms under such law; 2.6 [Not required if Documents signed by the Companies in BC] that (i) all formal legal requirements, if any, existing under the laws of the jurisdiction where the Documents have actually been signed, executed and delivered the Companies, or any of them, have been complied with, and (cii) except to the extent expressly set out that the execution and delivery of any of the Documents by the Companies, or any of them, including any formal requirements relating to execution and delivery thereof, are governed by the laws of any jurisdiction other than British Columbia that such laws have been complied with; 2.7 that the representations and agreements expressed in the opinions below as to Purchase Agreement under the Companyheading “Purchase and Resale of the Securities” made by each Initial Purchaser that has purchased Notes are true and correct on the date of this opinion, including, without limitation, the representation that each of the Indenture Initial Purchasers is an “accredited investor” within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions of the Canadian Securities Administrators (“NI 45-106”) and is, or is deemed to be, purchasing the Notes as principal and was not created or used solely to purchase or hold securities as an accredited investor as defined in paragraph (m) of the definition of accredited investor in Section 1.1 of NI 45-106; 2.8 that each purchaser resident in the Province of British Columbia (a “BC Purchaser”) that has purchased Notes from the Initial Purchasers has received a copy of the Canadian Offering Memorandum and that the representations and agreements expressed in the Canadian Offering Memorandum under the heading “Representations and Agreement by Purchasers”, which each BC Purchaser has made, or has been deemed to have made, are true and correct on the date of this opinion, including, without limitation, the representation that each of the BC Purchasers is an “accredited investor” within the meaning of NI 45-106 and is, or is deemed to be, purchasing the Notes as principal and was not created or used solely to purchase or hold securities as an accredited investor as defined in paragraph (m) of the definition of accredited investor in Section 1.1 of NI 45-106; 2.9 that the Initial Purchasers have a reasonable belief that each BC Purchaser understands the meaning of the definition of “accredited investor” and the Securities constitutes the legalbasis on which it qualifies as an “accredited investor”, valid as contemplated by section 1.9 of Companion Policy 45-106CP — Prospectus and binding obligation Registration Exemptions; 2.10 all sales of the parties theretoNotes made in the Province of British Columbia have been made in compliance with the applicable dealer registration requirements under Securities Laws (as defined below) or pursuant to an exemption from such requirements and, enforceable against in particular, that each Initial Purchaser making any such party sale of Notes in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it Canada pursuant to the Underwriting Agreement, and “international dealer” exemption from dealer registration requirements has complied fully with the conditions of that such Securities have been duly and validly authorized and issuedexemption; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of 2.11 each of the parties contained Initial Purchasers selling Notes to BC Purchasers is duly registered under the securities legislation of the Province of British Columbia as of the date of this opinion as a broker, investment dealer, securities dealer, limited market dealer or in another applicable category of registration and has complied with all laws applicable to it, including any limitations on its activities applicable because of the category in which it is registered, in arranging for the purchase of Notes by the BC Purchasers; 2.12 that no person, other than the Initial Purchasers or any selling group members, has engaged in any activities in connection with the issue and sale of the Notes which would give rise to the obligation to register as a dealer under Securities Laws; 2.13 that, other than as described in the Offering Memorandum, New Gold is not a “related issuer” or a “connected issuer” (as those terms are defined in Section 1.1 of National Instrument 33-105 — Underwriting Agreement and the IndentureConflicts) of any registrant involved in a trade of Notes; and (vi) that 2.14 that, at all offers and sales material times, no order of a competent regulatory authority will have been issued to cease the trade or distribution of any of the Securities Notes or any other securities of New Gold or that affects any person or company who engages in such a trade and no court judgment, order, decree, injunction, decision or ruling will be made in compliance with, and effect which prevents the trade or distribution of any of the Notes or other securities of New Gold or that affects any person or company who engages in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenturesuch a trade.

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, Agreement and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities Shares to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities Shares have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the IndentureAgreement; and (vi) that all offers and sales of the Securities Shares will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement Time of Sale Prospectus and the IndentureUnderwriting Agreement, will not violate any applicable law (other than Applicable Laws) or result in a default under or breach of any agreement or instrument binding upon the Company and will comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

Assumptions. In giving this opinion, stating our opinion we have assumed, without independent verification: 1.1 the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies; 1.2 that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent; 1.3 the genuineness of all signatures on the Documents; 1.4 the authority, capacity and power of each of the persons signing the Documents (i) other than the Company in respect of the Subject Agreements); 1.5 that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete; 1.6 that the Subject Agreements constitute the legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of its jurisdiction of incorporation or its jurisdiction of formation; 1.7 that the Subject Agreements have been validly authorised, executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements; 1.8 that the Subject Agreements will effect, and will constitute legal, valid and binding obligations of each of the parties thereto, enforceable in accordance with their terms, under the laws of the State of New York by which they are expressed to be governed; 1.9 that the Subject Agreements are in the proper legal form to be admissible in evidence and enforced in the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York (New York Courts) and in accordance with the laws of the State of New York; 1.10 that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the execution or delivery of the Subject Agreements or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside New York Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) 1.11 that (a) each none of the parties to the Underwriting AgreementSubject Agreements maintains a place of business (as defined in section 4(6) of the Investment Business Act 2003), in Bermuda; 1.12 that the Indenture records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Company Search been materially altered; 1.13 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered; 1.14 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company (Board) in a meeting which was duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors of the Company to effect entry by the Company into the Subject Agreements, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; 1.15 that the Administrative Agent and the SecuritiesLenders from time to time party to the Third Amended and Restated Credit Agreement have no express or constructive knowledge of any circumstance whereby any Director of the Company, as when the case may beBoard passed the Resolutions, is duly organized failed to discharge his fiduciary duty owed to the Company and validly existing, to act honestly and in good faith with a view to the best interests of the Company; 1.16 that the Company has the power and authority to execute, deliver and perform entered into its obligations under the Underwriting AgreementSubject Agreements in good faith for the purpose of carrying on its business and that, at the Indenture and time it did so, there were reasonable grounds for believing that the Securities, as transactions contemplated by the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to Subject Agreements would benefit the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of ; and 1.17 that each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities transaction to be issued and sold by it entered into pursuant to the Underwriting Agreement, Subject Agreements is entered into in good faith and that such Securities for full value and will not have been duly and validly authorized and issued; (v) the accuracy effect of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenturepreferring one creditor over another.

Assumptions. In giving this opinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals; (iii) that (a) each of the parties to the Underwriting AgreementAgreement (other than the Issuer), the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture Indenture, the Guarantees and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture Indenture, the Guarantees and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture Indenture, the Guarantees and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms; (iv) that the Company is able lawfully to issue and sell the Securities Guarantees to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities Guarantees have been duly and validly authorized and issued; (v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and (vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenture.

Assumptions. In giving For the purposes of this opinionOpinion, we have assumed, without independent verification: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (ii) the legal capacity of all signatories, the genuineness of all signatures, the completeness and conformity to original documents and the completeness originals of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, extracts and the authenticity and completeness of the originals of those documents such documents; (ii) that, other than in respect of Finnvera, the Second Finnvera Guarantee has been duly authorised by, duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of all documents submitted to us as originalsof the parties thereto; (iii) that (a) each the Facility Agreement has been duly authorised, executed and delivered by the parties thereto and constitutes legal, valid, binding and enforceable obligations of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations thereto under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary laws of England by which it is stated to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its termsbe governed; (iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have Assignment Agreement has been duly authorised, executed and validly authorized and issueddelivered by the parties thereto; (v) that the accuracy terms of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Facility Agreement and the Indenture; andConstruction Contract meet the provisions of the OECD Arrangement on Officially Supported Export Credits, approved by the participants of such OECD Arrangement within the Organisation for Economic Co-Operation and Development (OECD), as published by the OECD from time to time; (vi) that all offers and sales the terms of the Securities will Facility Agreement and other Loan Documents do not contravene or conflict with any provision of the Second Finnvera Guarantee and all provisions required to be made in compliance with, and complied with by the Second Finnvera Guarantee have been duly complied with in the manner contemplated by, the Prospectus, the Underwriting Facility Agreement and other Loan Documents; and (vii) that the IndentureGuarantee Holder duly performs and complies with all of its obligations towards Finnvera under the Second Finnvera Guarantee and that the information given at any time by the Guarantee Holder or other parties to the Facility Agreement to Finnvera in connection with the Second Finnvera Guarantee is true and accurate in all material respects and not misleading and does not omit any material facts so that full details of all facts and circumstances which are or might be material in relation to the issue by Finnvera of the Second Finnvera Guarantee have been disclosed to Finnvera.

Assumptions. In giving this opinionrendering the opinions expressed herein, we have assumed, with your permission and without independent verificationinvestigation or inquiry: (i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction; (iia) the legal capacity due authorization, execution and delivery of all signatories, Reviewed Documents by all parties to the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmissionReviewed Documents, and the authenticity and completeness of the originals of those documents and of all documents Reviewed Documents submitted to us as originals; (iiib) the genuineness of all signatures on all Reviewed Documents examined; (c) the conformity to authentic originals of Reviewed Documents submitted to us as certified, conformed, photostatic or digital-image copies; (d) the legal capacity of natural persons; (e) that (a) each of the corporate parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, Reviewed Documents is duly organized organized, validly existing and validly existing, in good standing under the laws of its jurisdiction of incorporation or formation and has the full power and authority to execute, deliver and perform its obligations under the Underwriting Agreementeach of such Reviewed Documents to which it is a party, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance that each of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement such Reviewed Documents constitutes the legal, a valid and legally binding obligation of each of the parties thereto, to such Reviewed Documents enforceable against each of such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms, and that each of such parties has fulfilled and complied with its obligations under such Reviewed Documents to the extent required thereunder to date; (ivf) the terms and conditions of the Reviewed Documents have not been amended, modified or supplemented by any agreement or understanding of the parties or otherwise or by waiver of any of the material provisions of the Reviewed Documents; (g) that all matters set forth in the Officer’s Certificate and the Expert’s Certificate are true, accurate, complete and correct in all respects; (h) that the Company is able lawfully to issue Designated Property Additions (i) are owned by the Company, (ii) are located in the State of Texas, (iii) do not constitute Excepted Property and sell (iv) only constitute personal property in which a security interest may be perfected by the Securities to be issued and sold by it pursuant to filing of a financing statement under Chapter 9 of the Underwriting Agreement, and that such Securities have been duly and validly authorized and issuedCode (the “Texas UCC”); (vi) that the accuracy Lien Search reveals or discloses the existence of any and all Liens on or affecting the Designated Property Additions; (j) that each financing statement identified on Exhibit C (each a “Terminated Filing” and collectively the “Terminated Filings”) was terminated by a “termination statement” (as defined in 9.102 of the representations and warranties, and compliance with the undertakings and agreements, Texas UCC) filed by each respective “secured party of each record” (as defined in Section 9.511 of the parties contained in the Underwriting Agreement and the IndentureTexas UCC) with respect to such Terminated Filing; and (vik) that all offers no financing statement identified on Exhibit D (each a “Specific Property Filing” and sales of collectively the Securities will be made in compliance with, and “Specific Property Filings”) includes in the manner contemplated by, collateral described therein any property which is included in the Prospectus, the Underwriting Agreement and the IndentureDesignated Property Additions.