OR A SUBSIDIARY IS IN MATERIAL DEFAULT
UNDER THE AGREEMENT AND THE RELATED AGREEMENTS TO WHICH IT IS A PARTY. THIS
OPINION DOES NOT MEAN THAT (A) ANY PARTICULAR REMEDY IS AVAILABLE UPON A
MATERIAL DEFAULT OR (B) EVERY PROVISION OF THE AGREEMENT AND THE RELATED
AGREEMENTS TO WHICH THE COMPANY OR A SUBSIDIARY IS A PARTY WILL BE UPHELD
D-1
OR ENFORCED IN ANY OR EACH CIRCUMSTANCE BY A COURT. FURTHERMORE, THE VALIDITY,
BINDING EFFECT AND ENFORCEABILITY OF THE AGREEMENT AND THE RELATED AGREEMENTS TO
WHICH THE COMPANY OR A SUBSIDIARY IS A PARTY MAY BE LIMITED OR OTHERWISE
AFFECTED BY:
(A) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, FRAUDULENT
CONVEYANCE OR OTHER SIMILAR STATUTES, RULES, REGULATIONS OR OTHER LAWS AFFECTING
THE ENFORCEMENT OF CREDITORS' RIGHTS AND REMEDIES GENERALLY; AND (B) THE
UNAVAILABILITY OF, OR LIMITATION ON THE AVAILABILITY OF, A PARTICULAR RIGHT OR
REMEDY (WHETHER IN A PROCEEDING IN EQUITY OR AT LAW) BECAUSE OF AN EQUITABLE
PRINCIPLE OR A REQUIREMENT AS TO COMMERCIAL REASONABLENESS, CONSCIONABILITY OR
GOOD FAITH.
9.
THE EXECUTION AND DELIVERY BY THE COMPANY AND ITS SUBSIDIARIES OF THE
AGREEMENT AND THE RELATED AGREEMENTS DELIVERED OR TO BE DELIVERED BY EACH PARTY
AND OBSERVANCE AND PERFORMANCE BY THE COMPANY AND ITS SUBSIDIARIES OF EACH OF
THEIR RESPECTIVE OBLIGATIONS THEREUNDER, DO NOT:
A.
VIOLATE THE PROVISIONS OF THEIR RESPECTIVE CHARTER OR BYLAWS; OR
B.
VIOLATE ANY JUDGMENT, DECREE, ORDER OR AWARD OF ANY COURT BINDING UPON
THE COMPANY OR ANY OF ITS SUBSIDIARIES; OR
C.
VIOLATE ANY FLORIDA OR FEDERAL LAW.
10.
There is no action, suit, proceeding or investigation pending or, to such
counsel's knowledge, currently threatened against the Company or any of its
Subsidiaries that prevents the right of the Company or any of its Subsidiaries
to enter into this Agreement or any Related Agreement, or to consummate the
transactions contemplated thereby. To such counsel's knowledge, the Company is
not a party or subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or instrumentality; nor is
there any action, suit, proceeding or investigation by the Company currently
pending or which the Company intends to initiate.
11.
THE SHARES OF COMMON STOCK OF TESORO ISSUABLE UPON EXERCISE OF THE
WARRANTS (THE "WARRANT SHARES"), WHEN ISSUED PURSUANT TO AND IN ACCORDANCE WITH
THE TERMS OF THE AGREEMENT AND THE RELATED AGREEMENTS AND UPON DELIVERY SHALL,
IN EACH CASE, BE VALIDLY ISSUED AND OUTSTANDING, FULLY PAID AND NON ASSESSABLE.
12.
TO OUR KNOWLEDGE, THE ISSUANCE OF THE WARRANT AND THE SUBSEQUENT EXERCISE
OF THE WARRANT FOR WARRANT SHARES ARE NOT SUBJECT TO ANY PREEMPTIVE RIGHTS OR,
TO OUR KNOWLEDGE, RIGHTS OF FIRST REFUSAL THAT HAVE NOT BEEN PROPERLY WAIVED OR
COMPLIED WITH.
13.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF PURCHASER
CONTAINED IN THE AGREEMENT, THE OFFER, SALE AND ISSUANCE OF THE NOTE AND THE
WARRANT (THE "SECURITIES") WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. TO THE BEST OF SUCH COUNSEL'S KNOWLEDGE, NEITHER TESORO,