N.A., as U.S. trustee (the “Existing Indentures”) or to be entered into in connection with the issuance of Debt Securities thereunder by the AUS Issuer as the issuer, the
Corporation, as guarantor, and Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee, or another trustee selected by the AUS Issuer (together, the “Trustees”), the form of
which has been filed as an exhibit to the Registration Statement (the “Form Indenture” and upon due execution and delivery of such Form Indenture, the “New Indenture”, and together with the Existing Indentures, the
“Indentures”), with the specific terms of each issuance of Debt Securities to be set forth in one or more board resolutions, officer’s certificates and/or supplemental indentures to the Indentures (each, a “Supplemental
Indenture”); (b) guarantees (the “Debt Guarantees”) of the Debt Securities by the Corporation as provided for in the Indentures; (c) preferred shares representing limited liability company interests to be issued by BFL
II (the “Preferred Shares”); and (d) the full and unconditional guarantees of the Preferred Shares by the Corporation (the “Preferred Share Guarantees,” and together with the Debt Guarantees, the
“Guarantees”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed
herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals,
(iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing
documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and directors or managers, as the case may be, and officers of the Corporation, BCF, BFL II, the AUS Issuer and the UK Issuer that we
reviewed were and are accurate, and (vii) all representations made by the Corporation, BCF, BFL II, the AUS Issuer and the UK Issuer as to matters of fact in the documents that we reviewed were and are accurate. We have also assumed that each
of the AUS Issuer and the UK Issuer is validly existing, has the requisite power to enter into any Indenture or Supplemental Indenture and has duly authorized entering into any Indenture or Supplemental Indenture under the laws of Australia and
under the laws of England and Wales, respectively.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth
below, we advise you that, in our opinion:
(1) Assuming each Indenture and the relevant Supplemental Indenture have been or will be duly
authorized, executed and delivered by the Trustees, and when (i) the New Indenture has been executed and delivered by the Corporation and the AUS Issuer, substantially in the form of the Form Indenture; (ii) the relevant Supplemental
Indenture(s) for a particular series of Debt Securities has been duly authorized, executed and delivered by the Corporation and either BCF, the AUS Issuer, or the UK Issuer, as applicable; (iii) the specific terms of a particular series of Debt
Securities and the related Debt Guarantees have been duly authorized and established in accordance with the applicable Indenture and the relevant Supplemental Indentures; and (iv) such Debt Securities and Debt Guarantees have been duly
authorized, executed, authenticated, issued and delivered in accordance with the applicable Indenture, the applicable Supplemental Indenture and the applicable underwriting or other agreement against payment therefor, such Debt Securities will
constitute valid and binding obligations of BCF, the AUS Issuer or the UK Issuer, as applicable, and the Debt Guarantees thereof will constitute valid and binding obligations of the Corporation, enforceable in accordance with their terms, and in
each case subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the
enforceability of any waiver of rights under any usury or stay law, or any provisions for indemnity or contribution or other provisions that may be limited by public policy considerations; or (y) the effect of any applicable bankruptcy,
insolvency, moratorium, arrangement or winding-up laws, or fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
(2) With respect to any series of Preferred Shares offered by BFL II pursuant to the Registration Statement, when (i) the Board of
Managers of BFL II and appropriate officers of BFL II have taken all necessary limited liability company action to approve the issuance, sale and terms of the Preferred Shares and related matters; (ii) the terms of the Preferred Shares and of
their issuance and sale have been duly established and are then in conformity with the limited liability company agreement of BFL II (“BFL II LLC Agreement”), relating to such Preferred
