New York Uses in Opinions of Counsel Clause

Opinions of Counsel from Note Purchase Agreement

Each of CORESITE, L.P., a Delaware limited partnership (the Issuer), and CORESITE REALTY CORPORATION, a Maryland corporation (the Parent) (in respect of Sections 22.6, 22.7 and 23 hereof), agrees with each of the Purchasers as follows:

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from (i) Latham & Watkins LLP, special counsel for the Parent, the Issuer and the Initial Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request and (ii) Venable LLP, special Maryland counsel for the Parent, covering the matters set forth in Schedule 4.4(a)(ii) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent, the Issuer and the Initial Subsidiary Guarantors hereby instruct their counsels to deliver such opinions to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel from Note Purchase and Private Shelf Agreement

The Company, Prudential and the Existing Holders are parties to that certain Note Purchase and Private Shelf Agreement, dated as of August 12, 2010 (as amended prior to the date hereof, the "Existing Note Agreement"), under which the Company has issued and sold, and the Existing Holders have purchased, the Existing Series A Notes (defined below).

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of such Closing (i) from Foley & Lardner LLP, counsel for the Company and any Subsidiary Guarantors, substantially in the form set forth in Exhibit 4.2(d) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or their counsel may reasonably request (and the Company hereby instructs their counsel to deliver such opinion to the Purchasers) and (ii) from Schiff Hardin LLP, the Purchasers' special counsel in connection with such transactions, covering such matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel from Note Purchase Agreement

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from McDermott Will & Emery LLP, special counsel for the Company, substantially in the form set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Schiff Hardin LLP, the Purchasers special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel from Note Purchase Agreement

Reference is hereby made to the Note Purchase Agreement, dated as of May 4, 2016 (the Original Note Purchase Agreement), between New Mountain Finance Corporation, a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the Company), and the original purchasers listed on Schedule B thereto (the First Closing Purchasers), under and pursuant to which $50,000,000 aggregate principal amount of the Companys 5.313% Senior Notes due May 15, 2021 (the First Closing Notes) were originally issued. First Closing Notes in the aggregate principal amount of $50,000,000 are outstanding on the date hereof.

Opinions of Counsel. Such Second Closing Purchaser shall have received opinions in form and substance satisfactory to such Second Closing Purchaser, dated the date of the Second Closing (a) from Sutherland Asbill & Brennan LLP, counsel for the Company, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Second Closing Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Second Closing Purchaser may reasonably request.

Opinions of Counsel from Note Purchase Agreement

Schedule A -- Defined Terms Schedule 1 -- Form of 3.55% Guaranteed Senior Note due December 15, 2026 Schedule 4.4(a)(1) -- Form of Opinion of Special Counsel for the Company and the Subsidiary Guarantors Schedule 4.4(a)(2) -- Form of Opinion of General Counsel for the Company and the Subsidiary Guarantors Schedule 4.4(b) -- Form of Opinion of Special Counsel for the Purchasers Schedule 5.3 -- Disclosure Materials Schedule 5.4 -- Subsidiaries of the Company and Ownership of Subsidiary Stock; Directors and Senior Officers Schedule 5.5 -- Financial Statements Schedule 5.15 -- Existing Indebtedness Schedule 5.19 -- Partnerships and Joint Ventures Schedule 10.1 -- Affi

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from (1) Dorsey & Whitney LLP, special counsel for the Company and the Subsidiary Guarantors, and (2) the General Counsel of the Company, substantially in the respective forms set forth in Schedule 4.4(a)(1) and 4.4(a)(2) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its special counsel and General Counsel to deliver such opinion to the Purchasers) and (b) from Schiff Hardin LLP, the Purchasers' special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel from Note Purchase Agreement

Each of CORESITE, L.P., a Delaware limited partnership (the Issuer), and CORESITE REALTY CORPORATION, a Maryland corporation (the Parent) (in respect of Sections 22.6, 22.7 and 23 hereof), agrees with each of the Purchasers as follows:

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from (i) Latham & Watkins LLP, special counsel for the Parent, the Issuer and the Initial Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request and (ii) Venable LLP, special Maryland counsel for the Parent, covering the matters set forth in Schedule 4.4(a)(ii) and covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Parent, the Issuer and the Initial Subsidiary Guarantors hereby instruct their counsels to deliver such opinions to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel from Note Purchase Agreement

STORE CAPITAL CORPORATION, a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the Company), agrees with each of the Purchasers as follows:

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from (x) Latham & Watkins LLP, special counsel for the Company and Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a)(x) and (y) Venable LLP, special Maryland counsel for the Company, covering the matters set forth in Schedule 4.4(a)(y), and in each case covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other customary matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel from Note Purchase Agreement

STORE CAPITAL CORPORATION, a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the Company), agrees with each of the Purchasers as follows:

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from (x) Latham & Watkins LLP, special counsel for the Company and Subsidiary Guarantors, covering the matters set forth in Schedule 4.4(a)(x) and (y) Venable LLP, special Maryland counsel for the Company, covering the matters set forth in Schedule 4.4(a)(y), and in each case covering such other customary matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other customary matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel from Note Purchase Agreement

CF Industries Holdings, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.3, Holdings), and CF Industries, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.3, the Company), agree with each of the Purchasers as follows:

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company, covering the matters set forth in Schedule 4.4(a) and covering such matters as such Purchaser may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers special counsel in connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Opinions of Counsel from Note Purchase Agreement

MU FINANCE PLC (registration number 07088267), a company incorporated in England and Wales with limited liability (the Company or MUF), and each of (i) RED FOOTBALL LIMITED (registration number 5370076), a company incorporated in England and Wales with limited liability (Parent), (ii) MANCHESTER UNITED LIMITED (registration number 02570509), a company incorporated in England and Wales with limited liability (MUL), (iii) RED FOOTBALL JUNIOR LIMITED (registration number 05370078), a company incorporated in England and Wales with limited liability (RFJ), and (iv) MANCHESTER UNITED FOOTBALL CLUB LIMITED (registration number 95489), a company incorporated in England and Wales with limited liability (MUFC, MUFC together with Parent, MUL and RFJ being sometimes referred to herein, each individually, as a Guarantor and, collectively, as the Guarantors), hereby agree with you and The Bank of New York Mellon, as Paying Agent as follows:

Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from (i) Latham & Watkins LLP, U.S. special counsel for the Note Parties, and (ii) Latham & Watkins (London) LLP, English special counsel for the Note Parties, substantially in form and substance reasonably satisfactory to the Purchasers and their special counsel (and the Note Parties hereby instruct counsel to deliver such opinions to the Purchasers) and (b) from Greenberg Traurig, LLP, the Purchasers special counsel in connection with such transactions, covering such matters incident to such transactions as such Purchaser may reasonably request.