NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; AND EACH SUBSIDIARY OF THE COMPANY IS DULY QUALIFIED TO DO
BUSINESS AS A FOREIGN CORPORATION IN GOOD STANDING IN THE JURISDICTIONS LISTED
ON A SCHEDULE TO SUCH OPINION; ALL OF THE ISSUED AND OUTSTANDING CAPITAL STOCK
OF EACH SUCH SUBSIDIARY OF THE COMPANY HAS BEEN DULY AUTHORIZED AND VALIDLY
ISSUED AND IS FULLY PAID AND NONASSESSABLE; AND THE CAPITAL STOCK OF EACH SUCH
SUBSIDIARY OWNED BY THE COMPANY, DIRECTLY OR THROUGH SUBSIDIARIES, IS, TO THE
KNOWLEDGE OF SUCH COUNSEL, OWNED FREE FROM LIENS, ENCUMBRANCES AND DEFECTS,
EXCEPT FOR LIENS, ENCUMBRANCES AND DEFECTS ON THE CAPITAL STOCK OF THE
SUBSIDIARIES (DIRECT AND INDIRECT) OF THE COMPANY GRANTED IN FAVOR OF THE
LENDERS UNDER OR RELATED TO THE AMENDED CREDIT AGREEMENT;
(III)
THE INDENTURE AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE HAS
BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED; THE OFFERED SECURITIES HAVE BEEN
DULY AUTHORIZED, EXECUTED, AUTHENTICATED, ISSUED AND DELIVERED, ARE CONSISTENT
IN ALL MATERIAL RESPECTS WITH THE INFORMATION IN THE GENERAL DISCLOSURE PACKAGE
AND CONFORM IN ALL MATERIAL RESPECTS TO THE DESCRIPTION THEREOF CONTAINED IN THE
FINAL OFFERING CIRCULAR; AND
13
THE INDENTURE AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE AND THE OFFERED
SECURITIES CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS OF THE COMPANY AND
THE GUARANTORS ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT THAT THE
ENFORCEMENT THEREOF MAY BE LIMITED BY (I) BANKRUPTCY, INSOLVENCY, FRAUDULENT
TRANSFER, REORGANIZATION, MORATORIUM AND SIMILAR LAWS OF GENERAL APPLICABILITY
RELATING TO OR AFFECTING CREDITORS' RIGHTS AND (II) GENERAL EQUITY PRINCIPLES
AND THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE
BROUGHT, WHETHER AT LAW OR IN EQUITY;
(IV)
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF, OR FILING WITH,
ANY GOVERNMENTAL AGENCY OR BODY OR ANY COURT IS REQUIRED FOR THE CONSUMMATION BY
THE COMPANY OR THE GUARANTORS OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND THE OTHER OPERATIVE DOCUMENTS, INCLUDING THE ISSUANCE AND SALE OF THE
OFFERED SECURITIES AND THE EXCHANGE SECURITIES BY THE COMPANY AND THE ISSUANCE
OF THE GUARANTEES AND THE EXCHANGE SECURITY GUARANTEES BY THE GUARANTORS, IN ANY
SUCH CASE EXCEPT (A) AS HAVE BEEN OBTAINED OR WILL BE OBTAINED PRIOR TO THE
CLOSING DATE, (B) AS MAY BE REQUIRED UNDER STATE SECURITIES OR "BLUE SKY" LAWS
IN CONNECTION WITH THE PURCHASE AND DISTRIBUTION OF THE OFFERED SECURITIES BY
THE PURCHASERS, (C) FOR THE ORDER OF THE COMMISSION DECLARING EFFECTIVE THE
EXCHANGE OFFER REGISTRATION STATEMENT OR, IF REQUIRED, THE SHELF REGISTRATION
STATEMENT OR (D) WHERE THE FAILURE TO OBTAIN OR MAKE ANY OF THE FOREGOING WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(V)
TO OUR KNOWLEDGE, EXCEPT AS SET FORTH IN THE GENERAL DISCLOSURE
PACKAGE, THERE ARE NO PENDING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE COMPANY,
TD GROUP, ANY OF THEIR SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTIES IN ANY
NEW YORK OR FEDERAL COURT THAT, WOULD INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO