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Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Telephone (1) 212 903 9000
Facsimile (1) 212 903 9100
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The Secondary Shares have been duly authorized by all necessary corporate action of the Issuer and are validly issued, fully paid and nonassessable.
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| 2 |
When the issuance and sale of shares of Common Stock, the terms of the offering thereof and related matters, have been duly authorized by all necessary corporate action of the Board (or duly constituted and acting committee thereof), and
such shares of Common Stock have been duly issued and delivered against payment of valid consideration therefor in accordance with such authorization and the provisions of any applicable convertible or exchangeable security, definitive
purchase, underwriting or other agreement binding on the Issuer, such shares of Common Stock will be legally issued, fully paid and non-assessable.
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| 3 |
When the issuance and sale of shares of a series of Preferred Stock, the terms of the offering thereof and related matters, have been duly authorized by all necessary corporate action of the Board (or duly constituted and acting
committee thereof), including the designation of the relative rights, preferences and limitations of such series, a Certificate of Designations relating to such series has been properly filed with the Secretary of State of the State of
Delaware, and such shares of Preferred Stock have been duly issued and delivered against payment of valid consideration therefor (which consideration shall not be less than the par value thereof) in accordance with such authorization and
the provisions of any applicable convertible or exchangeable security, definitive purchase, underwriting or other agreement binding on the Issuer, such shares of Preferred Stock will be legally issued, fully paid and non-assessable.
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| 4 |
When the Indentures relating to the Debt Securities have been duly authorized, executed and delivered by the applicable trustee and the Issuer and the Debt Securities have been duly authorized, executed and delivered by such trustee and
the Issuer against payment therefor pursuant to the terms of the Indentures and when authenticated in accordance with the terms of the Indentures, the Debt Securities will constitute valid and legally binding obligations of the Issuer,
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity
principles.
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| 5 |
When the applicable warrant agreement relating to the Warrants has been duly authorized, executed and delivered by the applicable warrant agent and the Issuer, the terms of the Warrants and of their issuance and sale have been duly
established in conformity with the applicable warrant agreements so as not to violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Issuer and so as to comply with any
requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuer, and the Warrants have been duly authorized, executed, authenticated, issued and delivered in accordance with the applicable warrant
agreement, the Warrants will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of
general applicability relating to or affecting creditors’ rights and to general equity principles.
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| 6 |
When the applicable purchase contract agreement has been duly authorized, executed and delivered by the Issuer, and when the specific terms of a particular issuance of Purchase Contracts have been duly established in accordance with the
terms of the applicable purchase contract agreement and duly authorized by the Issuer, and such Purchase Contracts have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the
applicable purchase contract agreement, in the manner contemplated by the applicable prospectus or prospectus supplement and by such corporate action (assuming the securities issuable upon exercise of such Purchase Contracts have been duly
authorized and reserved for issuance by all necessary corporate action), such Purchase Contracts will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
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| 7 |
When the applicable unit agreement has been duly authorized, executed and delivered by the Issuer and when the specific terms of a particular issuance of Units have been duly established in accordance with the terms of the applicable
unit agreement and duly authorized by the Issuer, and such Units have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable unit agreement and in the manner
contemplated by the applicable prospectus or prospectus supplement and by such corporate action (assuming the securities comprising such Units have been duly authorized and reserved for issuance by all necessary corporate action), such
Units will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.
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