Common use of Assumptions and Qualifications Clause in Contracts

Assumptions and Qualifications. We have been furnished with and examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Loan Parties, agreements and other instruments, certificates of officers and representatives of the Loan Parties, certificates of public officials, and other documents as we have deemed necessary or desirable as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Loan Parties made in the Transaction Documents and upon their respective Officer’s Certificates. In making such examinations, we have assumed, with your consent (a) the genuineness of all signatures (other than the signatures of officers of the Loan Parties), (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any Transaction Documents in which recordation is anticipated, (f) that each party to the Transaction Documents (other than the Delaware Loan Parties and the Texas Loan Parties) has full power, authority, and legal right to enter into and perform all agreements to which it is a party and has duly authorized, executed, and delivered each such Transaction Document, (g) that the Transaction Documents (other than the Oklahoma Mortgage) constitute the valid, binding, and enforceable agreement of all the parties thereto (other than the Loan Parties), and (h) the correctness and accuracy of all the facts set forth in all certificates and reports identified in this opinion. We have been advised by officers of the Loan Parties (and with your consent have relied on that advice) that the agreements described on Exhibit A attached hereto (the “Material Agreements”) are the only agreements and there are no orders, writs, judgments, or decrees that are material to Borrower or applicable Loan Party and which, if violated by the execution, delivery, or performance of the Transaction Documents, could reasonably be expected to have a material adverse effect on the validity, performance, or enforceability of any Transaction Document or the ability of any Loan Party to fulfill its material obligations under the Transaction Documents. We advise you that we have not reviewed, and have not devoted substantive attention to, any other agreements (other than those described on Exhibit A) for the purposes of rendering the opinion set forth in Paragraph 12 below. We have made no examination of, and express no opinion with respect to, any financial, accounting, or similar covenant or provision contained in the Material Agreements to the extent that any such covenant or provision would require a determination as to any financial or accounting matters. In addition, we express no opinion as to any breach of any confidentiality provision contained in any Material Agreement caused by any Transaction Document or Borrower’s or applicable Loan Party’s actions pursuant thereto or in contemplation thereof. We note that some of the Material Agreements are not governed by Texas law. Therefore, we have assumed that a court would enforce the Material Agreements as written, and we have limited our opinion to matters readily ascertainable from the face of the Material Agreements. We also note that some of the Material Agreements are not assignable by Borrower or applicable Loan Party (those Material Agreements which pursuant to their terms are not assignable by Borrower or applicable Loan Party are described on Exhibit B (collectively, the “Non-Assignable Material Agreements”)). As a result, to the extent that the Collateral includes Borrower’s or applicable Loan Party’s rights under the Material Agreements, we have relied upon Section 9.408(a) of the UCC (defined below). We note that any assignment of Non-Assignable Material Agreements is subject to the limitations set forth in Section 9.408(d) of the UCC. Our opinions set forth below are limited solely to matters governed by the laws of the State of Texas, the federal laws of the United States of America, and the General Corporation Law of the State of Delaware (collectively, “Applicable Law”) and we express no opinion as to questions concerning the laws of any other jurisdiction. The opinions expressed herein are limited to the Uniform Commercial Code as adopted in the State of Texas (the “Texas UCC”) and the State of Delaware (the “Delaware UCC”) in effect on the date hereof (the Texas UCC and the Delaware UCC are collectively, the “UCC”).

Assumptions and Qualifications. We The opinions expressed in Section II above are subject to the following assumptions and qualifications: (a) The opinion set forth in Paragraph 5 of Section II above are subject to, and may be limited by: (i) bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship, fraudulent conveyance, and other similar laws (including court decisions) now or hereafter in effect relating to or affecting the rights of creditors generally; (ii) general principles of equity (including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the award of injunctive relief or other equitable remedies being in the discretion of the court to which application for such relief is made), regardless of whether enforceability of the applicable agreements is considered in a proceeding in equity or at law; and (iii) as they relate to certain remedial or procedural provisions of the applicable agreements, applicable federal and state laws (including court decisions, and including any delays in the enforcement of any such remedial provisions which may result therefrom), but such laws and court decisions do not, in my opinion, subject to the matters referred to in the preceding clauses (i) and (ii) interfere with the practical realization of the benefits purported to be provided by the remedial and procedural provisions of the applicable agreements. (b) I have assumed that: (i) each document submitted to me for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, all signatories to such documents (other than the Loan Parties) have been furnished duly authorized, and all signatures on each document (other than the Loan Parties) are genuine; (ii) there has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence; (iii) the conduct of the parties has complied with any requirement of good faith, fair dealing, and examined originals conscionability; and (iv) except with respect to the Transaction Documents, there are no agreements or copiesunderstandings among the parties, certified written or otherwise identified oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of any of the agreements or documentation on which I have opined. (c) With respect to our satisfaction, the opinion set forth in Paragraph 5 of all such records of Section II above other than with respect to the Loan Parties, agreements and other instruments, certificates of officers and representatives I have assumed that each of the Loan Parties, certificates of public officials, and other documents as we have deemed necessary or desirable as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Loan Parties made in the Transaction Documents and upon their respective Officer’s Certificates. In making such examinations, we have assumed, with your consent (a) the genuineness of all signatures (other than the signatures of officers of the Loan Parties), (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any Transaction Documents in which recordation is anticipated, (f) that each party parties to the Transaction Documents (other than is duly organized and validly existing under the Delaware Loan Parties laws of the jurisdiction of its organization, with all requisite power and the Texas Loan Parties) has full power, authority, and legal right authority to enter into and perform all agreements its respective obligations under the Transaction Documents to which it is a party. In each case, with respect to the opinion set forth in Paragraph 5 of Section II above other than with respect to the Loan Parties, I have assumed that each of the Transaction Documents: (i) constitutes the legal, valid, and binding agreement of each other party November 6, 2007 thereto, enforceable against each such other party thereto (subject to the qualifications set forth in paragraph (a) of this Section III); and (ii) has been duly and validly authorized, executed, and delivered by each such other party thereto. (d) With respect to the opinions set forth in Paragraphs 12 and 13 of Section II above, further filings under the UCC may be necessary to preserve and maintain (to the extent established and perfected by the filing of a financing statement as described herein), the perfection of the security interests of the Collateral Agent and the Lenders in the UCC Collateral, as follows: (1) appropriate continuation filings to be made within the period of six months prior to the expiration of the five year anniversary date from the date of the original filing of the applicable financing statement; (2) filings required to be made within four months of the change of name, identity, or corporate structure of the debtor to the extent set forth in Sections 9-507 and 9-508 of the UCC; (3) filings required to be made within four months after the respective debtor changes its location, to the extent set forth in Section 9-316 of the UCC; and (4) filings required within one year after the transfer of collateral to a Person that becomes a debtor and is located in another jurisdiction, to the extent set forth in Section 9-316 of the UCC. (e) With regard to the opinions expressed herein, I express no opinion: (i) As to any federal securities or state blue sky laws, rules or regulations; (ii) As to the enforceability of provisions in any of the Transaction DocumentDocuments relating to waiver of rights to trial by jury; (iii) The enforceability of any provisions which purport to restrict, limit or prevent access to legal or equitable remedies, which purport to waive any rights to notices or any other legal rights, or which purport to establish evidentiary standards; (iv) The enforceability of any provisions relating to delay or omissions of the enforcement of rights or remedies, waiver or ratification of future acts, consent judgments, or marshalling of assets; (v) Any federal or state environmental laws; November 6, 2007 (vi) The creation or perfection of any security interest or lien in and to (A) any real property (or fixtures located thereon), (B) “farm products” (as defined in the UCC), (C) “timber”, “as-extracted collateral” (as described in UCC Section 9501(a)(1)), or (D) other than as stated herein, intellectual property; provided, however, to my knowledge, the Collateral does not include any farm products or timber; (vii) As to the solvency of the Parent or the Borrowers, individually or on a consolidated basis; or (viii) As to any other matters not covered by the opinions set forth above in this letter. (f) The phrase “to my knowledge” means actual knowledge. (g) that Provisions of the Transaction Documents (other than which purport to indemnify any party against or release any party from, liability for any acts that are unenforceable to the Oklahoma Mortgage) extent such acts are determined to be unlawful, negligent, reckless or constitute the valid, binding, and enforceable agreement of all the parties thereto (other than the Loan Parties), and willful misconduct. (h) Without limitation of the correctness and accuracy of all opinion provided in Paragraph 20 in Section II above, the facts set forth in all certificates and reports identified in this opinion. We have been advised by officers provisions at Section 11.09 of the Loan Parties (and with your consent have relied on that advice) that the agreements described on Exhibit A attached hereto (the “Material Agreements”) are the only agreements and there are no orders, writs, judgments, or decrees that are material Agreement purporting to Borrower or applicable Loan Party and which, if violated exculpate any party from any violation of usuary laws by the executionipso facto reduction of interest in excess of the maximum rate, deliveryand/or the application of such excess interest to principal or return thereof to the Borrowers are unenforceable based on Oklahoma Preferred Finance & Loan Corporation ▇. ▇▇▇▇▇▇, 497 P.2d 221 (1972). (i) As to enforceability of that portion of the Transaction Documents that provide if any provisions of the Transaction Documents are determined to be illegal, invalid or performance unenforceable, the remaining provisions remains in full force and effect where any such provision is an essential part of the Transaction Documents, could reasonably be expected to and the parties would not have a material adverse effect on entered into the validity, performance, or documents absent such provision. (j) The enforceability of any Transaction Document or the ability of any Loan Party to fulfill its material obligations under the Transaction Documents. We advise you that we have not reviewed, and have not devoted substantive attention to, any other agreements (other than those described on Exhibit A) for the purposes of rendering the opinion set forth in Paragraph 12 below. We have made no examination of, and express no opinion with respect to, any financial, accounting, or similar covenant or provision contained in the Material Agreements to the extent that any such covenant or provision would require a determination as to any financial or accounting matters. In addition, we express no opinion as to any breach of any confidentiality provision contained in any Material Agreement caused by any Transaction Document or Borrower’s or applicable Loan Party’s actions pursuant thereto or in contemplation thereof. We note that some of the Material Agreements are not governed by Texas law. Therefore, we have assumed that a court would enforce the Material Agreements as written, and we have limited our opinion to matters readily ascertainable from the face of the Material Agreements. We also note that some of the Material Agreements are not assignable by Borrower or applicable Loan Party (those Material Agreements which pursuant to their terms are not assignable by Borrower or applicable Loan Party are described on Exhibit B (collectively, the “Non-Assignable Material Agreements”)). As a result, to the extent that the Collateral includes Borrower’s or applicable Loan Party’s rights under the Material Agreements, we have relied upon Section 9.408(a) of the UCC (defined below). We note that any assignment of Non-Assignable Material Agreements Documents is subject to the limitations set forth in Section 9.408(d) effect of the UCC. Our opinions set forth below are limited solely to matters governed by the laws principles of the State law regarding course of Texas, the federal laws of the United States of America, dealing and the General Corporation Law of the State of Delaware (collectively, “Applicable Law”) and we express no opinion as to questions concerning the laws of any other jurisdiction. The opinions expressed herein are limited performed oral modification to the Uniform Commercial Code as adopted in the State of Texas (the “Texas UCC”) and the State of Delaware (the “Delaware UCC”) in effect on the date hereof (the Texas UCC and the Delaware UCC are collectively, the “UCC”)Transaction Documents.

Assumptions and Qualifications. We have been furnished with and examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Loan PartiesCompany, agreements and other instruments, certificates of officers and representatives of the Loan PartiesCompany, certificates of public officials, and other documents documents, and we have had discussions with appropriate officers of the Company, as we have deemed necessary or desirable as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Loan Parties Company made in the Transaction Documents Underwriting Agreement and upon their respective Officer’s Certificatesthe certificates and other documents we have examined. In making such examinations, we have assumed, assumed with your consent (a) the genuineness of all signatures (other than the signatures of officers of the Loan Parties)signatures, (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any Transaction Documents in for which recordation is anticipated, (f) the legal capacity of natural persons signing the Transaction Documents on behalf of the parties thereto, (g) that the laws of any jurisdiction other than the jurisdictions that are the subject of this opinion letter do not affect the terms of the Transaction Documents and (h) the correctness and accuracy of all the representations and warranties and certificates upon which we have relied, as described above. In addition, except to the extent expressly opined in the Opinion Paragraphs, below, we have assumed with your consent (i) that each party to the Transaction Documents (other than is validly existing and in good standing under the Delaware Loan Parties laws of the state of its formation or organization and has the Texas Loan Parties) has full power, authority, and legal right to enter into and perform all agreements to which it is a party and has party, (ii) that the Transaction Documents have been duly authorized, executed, and delivered by each such Transaction Documentparty thereto, (giii) that the execution and delivery by each party of, and performance of its agreements in, the Transaction Documents do not (A) violate such party’s formation or organization documents, (B) breach or result in a default under any existing obligation of such party under any agreements, contracts, or instruments to which such party is a party to or otherwise subject to or any order writ, injunction, or decree of any court applicable to such party, or (C) violate or contravene any law, statute, rule or regulation applicable to such party, (iv) all orders, consents, approvals, licenses, authorizations, validations, filings, recordings, and registrations with, or exemptions by, all governmental authorities have been obtained and remain in full force and effect for the execution, delivery, and performance of the Transaction Documents by each party thereto and (v) that the Transaction Documents (other than the Oklahoma Mortgage) constitute the valid, binding, and enforceable agreement of all the parties thereto thereto. Finally, we have assumed that any stock certificates representing the Shares, when issued, will comply as to form with the provisions of the Company’s Organizational Documents and the General Corporation Law of the State of Delaware (other than the Loan Parties“DGCL”). Our opinions expressed in Opinion Paragraph 1 below as to the existence and good standing of the Company is based solely on the Good Standing Certificate, without further investigation as to the criteria for good standing or any related legal issues. We are not aware of any, and (h) have assumed with your consent that, no mutual mistake, misunderstanding or fraud exists with respect to any of the correctness matters relevant to such opinions. We have also assumed, with your consent, that the Company and accuracy its agents have acted in good faith and that consummation of all the facts set forth in all certificates transactions contemplated by the Underwriting Agreement has complied or will comply with any requirement of good faith, fair dealing and reports identified conscionability. The qualification of any opinion or statement herein by the use of the words “to our knowledge” or whether matters have “come to our attention” means that during the course of representation as described in this opinion, no information has come to the attention of the specific attorneys of this firm that were actively involved in the transaction evidenced by the Underwriting Agreement that would give such attorneys current actual knowledge of the existence of the facts so qualified. Except as set forth herein, we have not undertaken any investigation (including the review of any public records) to determine the existence of such facts, and no inference as to our knowledge thereof shall be drawn from the fact of our representation of any party or otherwise. We have been advised by officers of the Loan Parties Company (and with your consent have relied on that advice) that the agreements described on Exhibit A attached hereto (the “Material Agreements”) are the only agreements and there are no orders, writs, judgments, or decrees that are material to Borrower or applicable Loan Party the Company and which, if violated by the execution, delivery, or performance of the Transaction DocumentsUnderwriting Agreement, could reasonably be expected to have a material adverse effect on the validity, performance, or enforceability of any Transaction Document the Underwriting Agreement or the ability of any Loan Party the Company to fulfill its material obligations under the Transaction DocumentsUnderwriting Agreement. We advise you that we have not reviewed, and have not devoted substantive attention to, any other agreements (other than those described on Exhibit Athe Material Agreements) for the purposes of rendering the opinion set forth in Opinion Paragraph 12 5(ii) below. We have made no examination of, and express no opinion with respect to, any financial, accounting, or similar covenant or provision contained in the Material Agreements to the extent that any such covenant or provision would require a determination as to any financial or accounting matters. In addition, we express no opinion as to any breach of any confidentiality provision contained in any Material Agreement caused by any Transaction Document or Borrower’s or applicable Loan Partythe Company’s actions pursuant thereto or in contemplation thereof. We note that some of the Material Agreements are not governed by Texas New York law. Therefore, ; in such instances we have assumed that a court would enforce the Material Agreements as written, and we have limited our opinion to matters readily ascertainable from the face of the Material Agreements. We also note that some of the Material Agreements are not assignable by Borrower or applicable Loan Party (those Material Agreements which pursuant to their terms are not assignable by Borrower or applicable Loan Party are described on Exhibit B (collectively, the “Non-Assignable Material Agreements”)). As a result, to the extent that the Collateral includes Borrower’s or applicable Loan Party’s rights under the Material Agreements, we have relied upon Section 9.408(a) of the UCC (defined below). We note that any assignment of Non-Assignable Material Agreements is subject to the limitations set forth in Section 9.408(d) of the UCC. Our opinions set forth below are limited solely to matters governed by the laws of the State of TexasNew York, the DGCL and the federal laws of the United States of America, and the General Corporation Law of the State of Delaware America (collectively, as further defined hereinafter, the “Applicable LawLaws”) and we express no opinion as to questions concerning any other laws or the laws of any other jurisdictionjurisdiction (including, without limitation, any laws of any other jurisdiction which might be referenced by the choice-of-law rules of the Applicable Laws). The This opinion is based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions expressed herein are limited to of the Uniform Commercial Code kind involved, including customary practice as adopted described in the State reports of Texas (the “Texas UCC”) New York Tri-Bar Opinion Committee. In rendering the opinion expressed in Opinion Paragraph 7 regarding the effectiveness of the Registration Statement and regarding the absence of any stop order or proceedings relating thereto, we have relied solely upon the Notice of Effectiveness issued by the Commission on May 9, 2014 and the State list of Delaware (Commission Stop Orders on the “Delaware UCC”) in effect on Commission’s website at h▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇/stoporders.shtml as of the date hereof (the Texas UCC and the Delaware UCC are collectively, the “UCC”)at 8:30 a.m. ET.

Assumptions and Qualifications. We The opinions expressed in Section II above are subject to the following assumptions and qualifications: (a) The opinion set forth in Paragraph 5 of Section II above are subject to, and may be limited by: (i) bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship, fraudulent conveyance, and other similar laws (including court decisions) now or hereafter in effect relating to or affecting the rights of creditors generally; (ii) general principles of equity (including without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the award of injunctive relief or other equitable remedies being in the discretion of the court to which application for such relief is made), regardless of whether enforceability of the applicable agreements is considered in a proceeding in equity or at law; and (iii) as they relate to certain remedial or procedural provisions of the applicable agreements, applicable federal and state laws (including court decisions, and including any delays in the enforcement of any such remedial provisions which may result therefrom), but such laws and court decisions do not, in my opinion, subject to the matters referred to in the preceding clauses (i) and (ii), interfere with the practical realization of the benefits purported to be provided by the remedial and procedural provisions of the applicable agreements. (b) I have assumed that: (i) each document submitted to me for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, all signatories to such documents (other than the Loan Parties) have been furnished duly authorized, and all signatures on each document (other than the Loan Parties) are genuine; (ii) there has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence; (iii) the conduct of the parties has complied with any requirement of good faith, fair dealing, and examined originals conscionability; and (iv) except with respect to the Transaction Documents, there are no agreements or copiesunderstandings among the parties, certified written or otherwise identified oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of any of the agreements or documentation on which I have opined. (c) With respect to our satisfactionthe opinion set forth in Paragraph 5 of Section II above, of all such records of other than with respect to the Loan Parties, agreements and other instruments, certificates of officers and representatives I have assumed that each of the Loan Parties, certificates of public officials, and other documents as we have deemed necessary or desirable as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Loan Parties made in the Transaction Documents and upon their respective Officer’s Certificates. In making such examinations, we have assumed, with your consent (a) the genuineness of all signatures (other than the signatures of officers of the Loan Parties), (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any Transaction Documents in which recordation is anticipated, (f) that each party parties to the Transaction Documents (other than is duly organized and validly existing under the Delaware Loan Parties laws of the jurisdiction of its organization, with all requisite power and the Texas Loan Parties) has full power, authority, and legal right authority to enter into and perform all agreements its respective obligations under the Transaction Documents to which it is a party. In each case, with respect to the opinion set forth in Paragraph 5 of Section II above other than with respect to the Loan Parties, I have assumed that each of the Transaction Documents: (i) constitutes the legal, valid, and binding agreement of each other party thereto, enforceable against each such other party thereto (subject to the qualifications set forth in paragraph (a) of this Section III); and (ii) has been duly and validly authorized, executed, and delivered by each such Transaction Documentother party thereto. March 29, 2011 (gd) that With respect to the Transaction Documents (other than the Oklahoma Mortgage) constitute the valid, binding, and enforceable agreement of all the parties thereto (other than the Loan Parties), and (h) the correctness and accuracy of all the facts opinions set forth in all certificates Paragraphs 12 and reports identified in this opinion. We have been advised 13 of Section II above, further filings under the UCC may be necessary to preserve and maintain (to the extent established and perfected by officers the filing of a financing statement as described herein), the perfection of the Loan Parties security interests of the Collateral Agent and the Lenders in the UCC Collateral, as follows: (and with your consent have relied on that advice1) that appropriate continuation filings to be made within the agreements described on Exhibit A attached hereto period of six months prior to the expiration of the fifth anniversary of the date of the original filing of the applicable financing statement; (2) filings required to be made within four months of the “Material Agreements”) are the only agreements and there are no orderschange of name, writs, judgmentsidentity, or decrees that are material to Borrower or applicable Loan Party and which, if violated by the execution, delivery, or performance corporate structure of the Transaction Documents, could reasonably be expected debtor to have a material adverse effect on the validity, performance, or enforceability of any Transaction Document or the ability of any Loan Party to fulfill its material obligations under the Transaction Documents. We advise you that we have not reviewed, and have not devoted substantive attention to, any other agreements (other than those described on Exhibit A) for the purposes of rendering the opinion extent set forth in Paragraph 12 below. We have made no examination of, Sections 9-507 and express no opinion with respect to, any financial, accounting, or similar covenant or provision contained in the Material Agreements to the extent that any such covenant or provision would require a determination as to any financial or accounting matters. In addition, we express no opinion as to any breach of any confidentiality provision contained in any Material Agreement caused by any Transaction Document or Borrower’s or applicable Loan Party’s actions pursuant thereto or in contemplation thereof. We note that some 9-508 of the Material Agreements are not governed by Texas law. Therefore, we have assumed that a court would enforce UCC; (3) filings required to be made within four months after the Material Agreements as written, and we have limited our opinion to matters readily ascertainable from the face of the Material Agreements. We also note that some of the Material Agreements are not assignable by Borrower or applicable Loan Party (those Material Agreements which pursuant to their terms are not assignable by Borrower or applicable Loan Party are described on Exhibit B (collectively, the “Non-Assignable Material Agreements”)). As a resultrespective debtor changes its location, to the extent that the Collateral includes Borrower’s or applicable Loan Party’s rights under the Material Agreements, we have relied upon Section 9.408(a) of the UCC (defined below). We note that any assignment of Non-Assignable Material Agreements is subject to the limitations set forth in Section 9.408(d) 9-316 of the UCC. Our opinions ; and (4) filings required within one year after the transfer of collateral to a Person that becomes a debtor and is located in another jurisdiction, to the extent set forth below are limited solely to matters governed by the laws in Section 9-316 of the State UCC. (e) With regard to the opinions expressed herein, I express no opinion: (i) as to any federal securities or state blue sky laws, rules, or regulations; (ii) as to the enforceability of Texas, the federal laws provisions in any of the United States Transaction Documents relating to waiver or rights to trial by jury. (iii) the enforceability of Americaany provisions which purport to restrict, and limit, or prevent access to legal or equitable remedies, which purport to waive any rights to notices or any other legal rights, or which purport to establish evidentiary standards; (iv) the General Corporation Law enforceability of any provisions relating to delay or omissions of the State enforcement of Delaware rights or remedies, waiver or ratification of future acts, consent judgments, or marshalling of assets; (collectivelyv) any federal or state environmental laws; (vi) the creation or perfection of any security interest or lien in and to (A) any real property (or fixtures located thereon), (B) “farm products” (as defined in the UCC), (C) “timber”, “Applicable Law”) and we express no opinion as-extracted collateral” (as to questions concerning the laws of any other jurisdiction. The opinions expressed herein are limited to the Uniform Commercial Code as adopted described in the State of Texas (the “Texas UCC”) and the State of Delaware (the “Delaware UCC”) in effect on the date hereof (the Texas UCC and the Delaware UCC are collectivelyMarch 29, the “UCC”).2011

Assumptions and Qualifications. We have been furnished with and examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Loan Parties, agreements and other instruments, certificates of officers and representatives of the Loan Parties, certificates of public officials, and other documents as we have deemed necessary or desirable as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Loan Parties made in the Transaction Documents and upon their respective Officer’s Certificates. In making such examinations, we have assumed, with your consent (a) the genuineness of all signatures (other than the signatures of officers of the Loan Parties), (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any Transaction Documents in which recordation is anticipated, (f) that each party to the Transaction Documents (other than the Delaware Loan Parties and the Texas Loan Parties) has full power, authority, and legal right to enter into and perform all agreements to which it is a party and has duly authorized, executed, and delivered each such Transaction Document, (g) that the Transaction Documents (other than the Oklahoma MortgageReaffirmation and the New Mexico Reaffirmation) constitute the valid, binding, and enforceable agreement of all the parties thereto (other than the Loan Parties), and (h) the correctness and accuracy of all the facts set forth in all certificates and reports identified in this opinion. We have been advised by officers of the Loan Parties (and with your consent have relied on that advice) that the agreements described on Exhibit A attached hereto (the “Material Agreements”) are the only agreements and there are no orders, writs, judgments, or decrees that are material to Borrower or applicable Loan Party and which, if violated by the execution, delivery, or performance of the Transaction Documents, could reasonably be expected to have a material adverse effect on the validity, performance, or enforceability of any Transaction Document or the ability of any Loan Party to fulfill its material obligations under the Transaction Documents. We advise you that we have not reviewed, and have not devoted substantive attention to, any other agreements (other than those described on Exhibit A) for the purposes of rendering the opinion set forth in Paragraph 12 below. We have made no examination of, and express no opinion with respect to, any financial, accounting, or similar covenant or provision contained in the Material Agreements to the extent that any such covenant or provision would require a determination as to any financial or accounting matters. In addition, we express no opinion as to any breach of any confidentiality provision contained in any Material Agreement caused by any Transaction Document or Borrower’s or applicable Loan Party’s actions pursuant thereto or in contemplation thereof. We note that some of the Material Agreements are not governed by Texas law. Therefore, we have assumed that a court would enforce the Material Agreements as written, and we have limited our opinion to matters readily ascertainable from the face of the Material Agreements. We also note that some of the Material Agreements are not assignable by Borrower or applicable Loan Party (those Material Agreements which pursuant to their terms are not assignable by Borrower or applicable Loan Party are described on Exhibit B (collectively, the “Non-Assignable Material Agreements”)). As a result, to the extent that the Collateral includes Borrower’s or applicable Loan Party’s rights under the Material Agreements, we have relied upon Section 9.408(a) of the UCC (defined below). We note that any assignment of Non-Assignable Material Agreements is subject to the limitations set forth in Section 9.408(d) of the UCC. Our opinions set forth below are limited solely to matters governed by the laws of the State of Texas, the federal laws of the United States of America, and the General Corporation Law of the State of Delaware (collectively, “Applicable Law”) and we express no opinion as to questions concerning the laws of any other jurisdiction. The opinions expressed herein are limited to the Uniform Commercial Code as adopted in the State of Texas (the “Texas UCC”) and the State of Delaware (the “Delaware UCC”) in effect on the date hereof (the Texas UCC and the Delaware UCC are collectively, the “UCC”).

Assumptions and Qualifications. We have been furnished with and examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Loan Parties, agreements and other instruments, certificates of officers and representatives of the Loan Parties, certificates of public officials, and other documents as we have deemed necessary or desirable as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Loan Parties made in the Transaction Documents and upon their respective Officer’s Certificates. In making such examinations, we have assumed, with your consent (a) the genuineness of all signatures (other than the signatures of officers of the Loan Parties), (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any Transaction Documents in which recordation is anticipated, (f) that each party to the Transaction Documents (other than the Delaware Loan Parties and the Texas Loan Parties) has full power, authority, and legal right to enter into and perform all agreements to which it is a party and has duly authorized, executed, and delivered each such Transaction Document, (g) that the Transaction Documents (other than the Oklahoma Mortgageand New Mexico Mortgages) constitute the valid, binding, and enforceable agreement of all the parties thereto (other than the Loan Parties), and (h) the correctness and accuracy of all the facts set forth in all certificates and reports identified in this opinion. We have been advised by officers of the Loan Parties (and with your consent have relied on that advice) that the agreements described on Exhibit A attached hereto (the “Material Agreements”) are the only agreements and there are no orders, writs, judgments, or decrees that are material to Borrower or applicable Loan Party and which, if violated by the execution, delivery, or performance of the Transaction Documents, could reasonably be expected to have a material adverse effect on the validity, performance, or enforceability of any Transaction Document or the ability of any Loan Party to fulfill its material obligations under the Transaction Documents. We advise you that we have not reviewed, and have not devoted substantive attention to, any other agreements (other than those described on Exhibit A) for the purposes of rendering the opinion set forth in Paragraph 12 below. We have made no examination of, and express no opinion with respect to, any financial, accounting, or similar covenant or provision contained in the Material Agreements to the extent that any such covenant or provision would require a determination as to any financial or accounting matters. In addition, we express no opinion as to any breach of any confidentiality provision contained in any Material Agreement caused by any Transaction Document or Borrower’s or applicable Loan Party’s actions pursuant thereto or in contemplation thereof. We note that some of the Material Agreements are not governed by Texas law. Therefore, we have assumed that a court would enforce the Material Agreements as written, and we have limited our opinion to matters readily ascertainable from the face of the Material Agreements. We also note that some of the Material Agreements are not assignable by Borrower or applicable Loan Party (those Material Agreements which pursuant to their terms are not assignable by Borrower or applicable Loan Party are described on Exhibit B (collectively, the “Non-Assignable Material Agreements”)). As a result, to the extent that the Collateral includes Borrower’s or applicable Loan Party’s rights under the Material Agreements, we have relied upon Section 9.408(a) of the UCC (defined below). We note that any assignment of Non-Assignable Material Agreements is subject to the limitations set forth in Section 9.408(d) of the UCC. Our opinions set forth below are limited solely to matters governed by the laws of the State of Texas, the federal laws of the United States of America, and the General Corporation Law of the State of Delaware (collectively, “Applicable Law”) and we express no opinion as to questions concerning the laws of any other jurisdiction. The opinions expressed herein are limited to the Uniform Commercial Code as adopted in the State of Texas (the “Texas UCC”) and the State of Delaware (the “Delaware UCC”) in effect on the date hereof (the Texas UCC and the Delaware UCC are collectively, the “UCC”).