Fulbright & Jaworski Sample Contracts

TO BE RECORDED AND WHEN RECORDED RETURN TO: (May 5th, 2020)

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

CUSTODY AND PLEDGE AGREEMENT (May 5th, 2020)

THIS CUSTODY AND PLEDGE AGREEMENT (this “Pledge Agreement”) is executed and entered into as of April 1, 2008, by and among the REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG (the “Issuer”), The Bank of New York Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, as custodian (the “Custodian”), STATE STREET BANK AND TRUST COMPANY, a state chartered trust company duly organized and existing under the laws of the Commonwealth of Massachusetts (“State Street Bank”) and CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM (“CalSTRS” and, together with State Street Bank, the “Banks” and, each individually, a “Bank”), pursuant to the Letter of Credit Reimbursement Agreement, dated as of April 1, 2008 (the “Reimbursement Agreement”), by and among the Issuer and the Banks.

LNG sale and purchase agreements (May 5th, 2020)
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (May 5th, 2020)

1, 2008 (this “Agreement”), is made by and among the REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG (the “Agency”), STATE STREET BANK AND TRUST COMPANY

AFTER RECORDATION PLEASE RETURN TO: (May 5th, 2020)
COLOPLAST TOLLING AGREEMENT (December 2nd, 2014)

who seek to assert claims alleging personal injury subsequent to implantation of Coloplast’s pelvic mesh devices for treatment of Pelvic Organ Prolapse or Stress Urinary Incontinence, (collectively “Claimants”) and Coloplast Corp. (hereinafter referred to as the “Potential Defendant”), by and through its counsel Fulbright & Jaworski LLP (“Fulbright”). The Claimants and Potential Defendant will be referred to collectively the “Parties.”

TRUST AGREEMENT (November 14th, 2014)

THIS TRUST AGREEMENT made and entered into and dated as of December 1, 2014 (this “Trust Agreement”) between U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), a national banking association duly organized and existing under and by virtue of the laws of the United States of America, and the EL CENTRO FINANCING AUTHORITY (the “Authority”), a public entity and agency, duly organized and existing pursuant to an agreement entitled “Joint Exercise of Powers Agreement” by and between the City of El Centro and the Successor Agency to the Redevelopment Agency of the City of El Centro, formerly the Redevelopment Agency of the City of El Centro;

Real Goods Solar, Inc.November 21, 2013 Fulbright & Jaworski LLP 666 Fifth Avenue, 31st Floor New York, New York 10103-3198 United States Tel +1 212 318 3000 Fax +1 212 318 3400 nortonrosefulbright.com Mercury Energy, Inc. 36 Midland Avenue Port Chester, NY 10573 (November 21st, 2013)

We have acted as counsel to Mercury Energy, Inc., a Delaware corporation (“Mercury”), with respect to the Agreement and Plan of Merger, dated as of August 8, 2013 (the “Merger Agreement”), entered into by and among Real Goods Solar, Inc., a Colorado corporation (“Real Goods”), Real Goods Mercury, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Real Goods (“Merger Sub”), and Mercury, and the transaction contemplated under the Merger Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement. In connection therewith, Mercury has requested our opinion regarding the description in the joint proxy statement/prospectus contained in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by Real Goods Solar, Inc. (File No. 333-191065) (such Registration Statement, the “Registration Statement”) of the material federal income tax consequences of the Merger to the stockholders

Real Goods Solar, Inc.October 21, 2013 Fulbright & Jaworski LLP 666 Fifth Avenue, 31st Floor New York, New York 10103-3198 United States Tel +1 212 318 3000 Fax +1 212 318 3400 nortonrosefulbright.com Mercury Energy, Inc. 36 Midland Avenue Port Chester, NY 10573 (October 21st, 2013)

We have acted as counsel to Mercury Energy, Inc., a Delaware corporation (“Mercury”), with respect to the Agreement and Plan of Merger, dated as of August 8, 2013 (the “Merger Agreement”), entered into by and among Real Goods Solar, Inc., a Colorado corporation (“Real Goods”), Real Goods Mercury, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Real Goods (“Merger Sub”), and Mercury, and the transaction contemplated under the Merger Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement. In connection therewith, Mercury has requested our opinion regarding the description in the joint proxy statement/prospectus contained in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by Real Goods Solar, Inc. (File No. 333-191065) (such Registration Statement, the “Registration Statement”) of the material federal income tax consequences of the Merger to the stockholders

LEASE AGREEMENT (August 28th, 2013)

This Lease Agreement, dated as of 1, 2013 (this “Lease”), is made by and between the LAKE ELSINORE RECREATION AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”), as lessor, and the CITY OF LAKE ELSINORE, a city duly organized and existing under the laws of the State of California (the “City”), as lessee.

Medidata Solutions, Inc.Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership (May 3rd, 2013)

We have acted as counsel to Medidata Solutions, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) that are reserved for issuance under the Company’s Second Amended and Restated 2009 Long Term Incentive Plan (the “Plan”) as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”).

Medidata Solutions, Inc.Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership (June 1st, 2012)

We have acted as counsel to Medidata Solutions, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) that are reserved for issuance under the Company’s Amended and Restated 2009 Long Term Incentive Plan (the “Plan”) as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”).

FIRST AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (March 3rd, 2011)

AND REIMBURSEMENT AGREEMENT, dated as of March 1, 2011 (this “First Amendment”) and effective on March __, 2011, is made by and among the REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG (the “Agency”), STATE STREET BANK AND TRUST

Republic Airways Holdings IncFulbright & Jaworski l.l.p. A Registered Limited Liability Partnership (November 12th, 2010)

We have acted as counsel to Republic Airways Holdings Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the sale by the Company of up to an aggregate of 13,800,000 shares (the “Shares”) of the Company’s common stock, $.001 par value per share (the “Common Stock”), including up to 1,800,000 shares of Common Stock that may be purchased by the Underwriters pursuant to an option to purchase additional shares granted to the Underwriters pursuant to the underwriting agreement (the “Underwriting Agreement”), dated November 11, 2010, by and between the Company and Goldman, Sachs & Co. and Deutsche Bank Securities, as representatives of the several underwriters named in Schedule I thereto. The Shares are to be sold pursuant to a prospectus supplement dated November 11, 2010 (the “Prospectus Supplement”), supplementing the prospectus dated November 5, 2010 (the “Base Prospectus”) that forms part of the Company’s Registration Statement on Form

Conns IncFulbright & Jaworski L.L.P. a Registered Limited Liability Partnership 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201-2784 www.fulbright.com November 8, 20010 (November 8th, 2010)

We are acting as counsel to Conn’s, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933 (as amended, the “Securities Act”) of shares of the Company’s 0.01 par value common stock (the “Common Stock”) issuable upon exercise of certain transferable subscription rights (the “Rights”) to purchase up to an aggregate of 9,259,390 shares of Common Stock issued pursuant to a rights offering (the “Rights Offering”) to each holder of record of Common Stock as of November 1, 2010. Such shares of Common Stock when issued are referred to herein as the “Shares.” The Shares are being issued under a registration statement on Form S-3 under the Securities Act originally filed with the Securities and Exchanged Commission (the “Commission”) on February 19, 2009 (File No. 333-157390) (as amended, the “Registration Statement”), including a base prospectus dated April 28, 2009 (the “Base Prospectus”) and a prospectus supplement dated November 8,

Republic Airways Holdings IncFulbright & Jaworski l.l.p. A Registered Limited Liability Partnership (October 20th, 2010)

We have acted as counsel to Republic Airways Holdings Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the Company’s registration pursuant to a registration statement on Form S-3 (such registration statement, as it may be amended from time to time, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of (i) common stock, $.001 par value per share, of the Company (the “Common Stock”); (ii) debt securities in one or more series (the “Debt Securities”); and (iii) units comprised of Common Stock and Debt Securities, in any combination (the “Units”), having an aggregate public offering price not to exceed $150,000,000, in each case on terms to be determined at the time of offering by the Company. The Common Stock, Debt Securities and Units are collectively referred to herein as the “Securiti

CONTINUING DISCLOSURE AGREEMENT (October 15th, 2010)

This Continuing Disclosure Agreement, dated as of November 1, 2010 (the “Disclosure Agreement”), is executed and delivered by the City of Burbank, California (the “City”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), in connection with the issuance of $ aggregate principal amount of Burbank Water and Power Water Revenue/Refunding Bonds, Series of 2010A (the “Series 2010A Bonds”) and the issuance of $ aggregate principal amount of Burbank Water and Power Water Revenue Bonds, Series of 2010B (Taxable Build America Bonds) (the “Series 2010B Bonds” and, together with the Series 2010A Bonds, the “2010 Bonds”). The 2010 Bonds are being issued pursuant to a Burbank Water and Power Water Revenue Bond Indenture, dated as of November 1, 2010 (the “Master Water Revenue Bond Indenture”), by and between the City and the Trustee, as supplemented and amended by a First Supplemental Burbank Water and Power Water Revenue Bond Indenture, dated as of November 1, 2010 (the “First

THE 2010 TAHAWWUT MASTER AGREEMENT: (September 1st, 2010)

Modern Islamic finance remains in its infancy, having emerged only in the mid-1990s. Despite exceptional growth rates, Islamic finance is essentially devoid of derivatives products, in part due to doctrinal constraints and due in part to the infancy of the industry. In March of 2010, after years of effort, the International Swaps and Derivatives Association (ISDA) and International Islamic Financial Market (IIFM) released The 2010 Tahawwut Master Agreement for the standardized effectuation of certain swaps and derivative transactions that are compliant with the principles of Islamic Shari`ah. This paper analyzes certain provisions of The 2010 Tahawwut Master Agreement and compares those provisions with ISDA‟s 2002 Master Agreement.

Williams Partners L.P.Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 www.fulbright.com (June 28th, 2010)

In connection with the proposed merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of May 24, 2010 (the “Merger Agreement”), by and among Williams Partners L.P. (“WPZ”), Williams Partners GP LLC, Williams Partners Operating LLC, WPZ Operating Company Merger Sub LLC, Williams Pipeline Partners L.P. (“WMZ”), and Williams Pipeline GP LLC, you have requested our opinion regarding the U.S. federal income tax consequences to the WMZ Holders of the Merger that are described below. Descriptions of the parties and of the Merger and related transactions are set forth in the Merger Agreement and the joint proxy statement/prospectus forming a part of the registration statement on Form S-4 (Reg. No. 333-167417), as amended (the “Registration Statement”), filed on June 9, 2010, with the Securities and Exchange Commission (the “SEC”) by WPZ pursuant to the Securities Act of 1933, as amended (the “Act”). Unless otherwise defined herein, capitalized terms used in this opin

CONTINUING DISCLOSURE AGREEMENT (February 25th, 2010)

This Continuing Disclosure Agreement, dated as of March 1, 2010 (the “Disclosure Agreement”), is executed and delivered by the City of Burbank, California (the “City”) and Wells Fargo Bank, National Association, as successor trustee (the “Trustee”), in connection with the issuance of $ _ aggregate principal amount of City of Burbank, California Burbank Water and Power Department Electric Revenue/Refunding Bonds, Series of 2010A (the “Series 2010A Bonds”) and the issuance of $ aggregate principal amount of City of Burbank, California Burbank Water and Power Department Electric Revenue Bonds, Series of 2010B (Taxable Build America Bonds) (the “Series 2010B Bonds” and, together with the Series 2010A Bonds, the “2010 Bonds”). The 2010 Bonds are being issued pursuant to a Burbank Water and Power Electric Revenue Bond Indenture, dated as of October 1, 1998 (the “Master Electric Revenue Bond Indenture”), by and between the City and the Trustee, as supplemented and amended, including by a Four

FORM OF ESCROW AGREEMENT [(1998 REFUNDED BONDS)] [(2001 REFUNDED BONDS)][(2002 REFUNDED BONDS)] RELATING TO THE DEFEASANCE OF A PORTION OF (February 25th, 2010)

THIS ESCROW AGREEMENT ( Refunded Bonds), dated as of March 1, 2010 (this “Escrow Agreement”), by and between the City of Burbank, California (the “City”) and Wells Fargo Bank, National Association, as escrow agent hereunder (the “Escrow Agent”) and as successor trustee for the Bonds referred to below (the “Refunded Bonds Trustee”),

Mistras Group, Inc.Fulbright & Jaworski L.L.P. (February 3rd, 2010)

We have acted as counsel to Mistras Group, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 5,380,968 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), that are reserved for issuance under the Company’s 1995 Incentive Stock Option and Restricted Stock Purchase Plan, the 2007 Stock Option Plan and the 2009 Long-Term Incentive Plan (collectively, the “Plans”) as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”).

G Iii Apparel Group LTD /De/Fulbright & Jaworski l.l.p. (December 16th, 2009)

We have acted as counsel to G-III Apparel Group, Ltd., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the sale by the Company of up to an aggregate of 1,955,000 shares (the “Shares”) of the Company’s common stock, $.01 par value per share (the “Common Stock”), including up to 255,000 shares that may be purchased pursuant to an over allotment option granted to the Underwriters pursuant to a prospectus supplement dated December 16, 2009 (the “Prospectus Supplement”), supplementing the prospectus dated November 2, 2009 (the “Base Prospectus”) that forms part of the Company’s Registration Statement on Form S-3 (Registration No. 333-162675) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Common Stock is to be sold pursuant to the purchase agreement (the “Purchase Agreement”), dated December 16, 2009, by and between th

Medidata Solutions, Inc.Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership (December 8th, 2009)

We have acted as counsel to Medidata Solutions, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration statement on Form S-1 to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 8, 2009, as may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 500,000 shares of common stock of the Company, par value $0.01 per share, all of which are being offered by certain stockholders of the Company (the “Selling Stockholders”) and 75,000 shares which may be purchased by the underwriters pursuant to an option to purchase additional shares granted by certain of the Selling Stockholders (collectively, the “Shares”).

Medidata Solutions, Inc.Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership New York, New York 10103-3198 (December 2nd, 2009)

We have acted as counsel to Medidata Solutions, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration statement on Form S-1 to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 19, 2009, as may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 5,000,000 shares of common stock of the Company, par value $0.01 per share, all of which are being offered by certain stockholders (the “Selling Stockholders”) of the Company (the “Selling Stockholder Shares”) and 750,000 shares of which may be purchased by the underwriters pursuant to an option to purchase additional shares granted by the Selling Stockholders (together with the Selling Stockholder Shares, the “Shares”).

Medidata Solutions, Inc.Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership (November 20th, 2009)

We have acted as counsel to Medidata Solutions, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration statement on Form S-1 to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 19, 2009, as may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 4,500,000 shares of common stock of the Company, par value $0.01 per share, all of which are being offered by certain stockholders (the “Selling Stockholders”) of the Company (the “Selling Stockholder Shares”) and 675,000 shares of which may be purchased by the underwriters pursuant to an option to purchase additional shares granted by the Selling Stockholders (together with the Selling Stockholder Shares, the “Shares”).

Pioneer Drilling CoFulbright & Jaworski L.L.P. A Registered Limited Liability Partnership (November 12th, 2009)

We have acted as counsel to Pioneer Drilling Company, a Texas corporation (the “Company”), in connection with its offering of up to 3,820,000 shares of common stock, par value $0.10 per share (the “Shares”), under its Registration Statement on Form S-3 (File No. 333-160416), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective on July 16, 2009, which relates to the Company’s offer and sale of various securities pursuant to Rule 415 under the Securities Act.

G Iii Apparel Group LTD /De/Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership (October 26th, 2009)

We have acted as counsel to G-III Apparel Group, Ltd., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the Company’s registration pursuant to a registration statement on Form S-3 (such registration statement, as it may be amended from time to time, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of (i) common stock, $.01 par value per share, of the Company (the “Common Stock”); (ii) preferred stock, $.01 par value per share, of the Company (the “Preferred Stock”, and along with the Common Stock, the “Company Stock”); (iii) debt securities, in one or more series, which may be senior (the “Senior Debt Securities”) or subordinated (the “Subordinated Debt Securities”, and, together with the Senior Debt Securities, the “Debt Securities”); (iv) warrants to purchase Common Stock, Preferred Sto

Mistras Group, Inc.Fulbright & Jaworski L.L.P. (September 23rd, 2009)

We have acted as counsel to Mistras Group, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), as described in the Company’s Registration Statement on Form S-1 (File No. 333-151559) initially filed with the U.S. Securities and Exchange Commission with respect to the Shares on June 10, 2008 (as amended and as may subsequently be amended, the “Registration Statement”). In this opinion, the Shares to be issued and sold by the Company and the selling stockholders identified in the Registration Statement (the “Selling Stockholders”) pursuant to the Registration Statement are referred to as the “Firm Shares,” the Shares to be sold by certain Selling Stockholders to cover over-allotments, if any, pursuant to the Registration Statement, are referred to as the “Secondary Shares,” the Firm Shares to be sold by the Co

Medidata Solutions, Inc.Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership (July 7th, 2009)

We have acted as counsel to Medidata Solutions, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 5,732,492 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) that are reserved for issuance under the Company’s Fast Track Systems Inc. 1999 Incentive Stock Plan, Amended and Restated 2000 Option Plan, 2009 Long Term Incentive Plan and 2009 Employee Stock Purchase Plan (collectively, the “Plans”) as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”).

Medidata Solutions, Inc.Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership (June 3rd, 2009)

We have acted as counsel to Medidata Solutions, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of shares of the Company’s common stock, par value $0.01 per share (the “Shares”), as described in the Company’s Registration Statement on Form S-1 (File No. 333-156935) initially filed with the U.S. Securities and Exchange Commission with respect to the Shares on January 26, 2009 (as amended and as may subsequently be amended, the “Registration Statement”). The Shares to be issued and sold by the Company pursuant to the Registration Statement are referred to herein as the “Company Shares,” and the Shares to be sold by the selling stockholders identified in the Registration Statement to cover over-allotments, if any, pursuant to the Registration Statement, are herein referred to as the “Secondary Shares.”

Chicago Bridge & Iron Co N VFulbright & Jaworski l.l.p. A Registered Limited Liability Partnership Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 www.fulbright.com (May 12th, 2009)

We have acted as counsel for Chicago Bridge & Iron Company N.V., organized under the laws of The Netherlands (the “Company”), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of an additional 4,000,000 shares of the Company’s common stock, Euro 0.01 par value per share (the “Shares”), to be offered upon the terms and subject to the conditions set forth in the Company’s Chicago Bridge & Iron 2008 Long-Term Incentive Plan (formerly known as Chicago Bridge & Iron 1999 Long-Term Incentive Plan) (the “Plan”).

Chicago Bridge & Iron Co N VFulbright & Jaworski l.l.p. (May 12th, 2009)

We have acted as counsel for Chicago Bridge & Iron Company N.V., organized under the laws of The Netherlands (the “Company”), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of an additional 3,000,000 shares of the Company’s common stock, Euro 0.01 par value per share (the “Shares”), to be offered upon the terms and subject to the conditions set forth in the Company’s Chicago Bridge & Iron 2001 Employee Stock Purchase Plan (the “Plan”).

Rosetta Stone IncFulbright & Jaworski l.l.p. (April 28th, 2009)

We have acted as counsel to Rosetta Stone Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 4,151,521 shares of the Company’s common stock, par value $0.00005 per share (the “Shares”) that are reserved for issuance under Company’s 2006 Stock Incentive Plan and 2009 Omnibus Incentive Plan (collectively, the “Plans”) as described in the Company’s Registration Statement on Form S-8 (as may subsequently be amended, the “Registration Statement”).

CAI Credit Insurance Agency, Inc.Fulbright & Jaworski l.l.p. A Registered Limited Liability Partnership 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201-2784 www.fulbright.com (March 4th, 2009)

We have acted as counsel to Conn’s Inc., a Delaware corporation (the “Company”), Conn Appliances, Inc., a Texas corporation (“CAI”), CAIAR, Inc., a Delaware corporation (“CAIAR”), CAI Credit Insurance Agency, Inc., a Louisiana corporation (“Credit”), CAI Holding Co., a Delaware corporation (“CAI Holding”), and Conn Credit Corporation Inc., a Texas corporation (“CCC”, and along with CAI, CAIAR, Credit, CAI Holding, the “Guarantors”) in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”), to which this opinion is an exhibit, filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the offering from time to time as set forth in the Registration Statement, pursuant to Rule 415 under the Act, the form of prospectus contained therein (the “Prospectus”) and one or more supplements to the Prospectu