In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity and competence of all individual signatories, the authenticity, completeness and accuracy of all corporate records provided to us, the authenticity, completeness and accuracy of all documents submitted to us as originals, the conformity to original documents of all copies of documents submitted to us as copies, and the authenticity, completeness and accuracy of the originals of such latter documents. We have not reviewed the minute books of the Obligors.

In our examination we have assumed the genuineness of all signatures including endorsements, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of the Company and their officers and other representatives and of public officials, including the facts and conclusions set forth therein.