Common use of Assumptions Clause in Contracts

Assumptions. For purposes of this opinion letter, we have relied with your permission on the following assumptions: A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunder.

Assumptions. For purposes In considering the documents referred to above we have assumed: 4.1 the genuineness of all signatures and seals on the New York Law Documents and that any signature or execution pages on which any such signatures and/or seals appear physically formed part of complete and final versions of those documents at the time of signing and/or sealing; 4.2 the accuracy and completeness of all facts stated in any such documents and of all representations and warranties given by or in respect of any party to the New York Law Documents (except insofar as they relate to matters of law on which we expressly opine in this opinion letter, we have relied ); 4.3 the authenticity and completeness of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us in electronic form or as photocopies or facsimile transmitted copies or other copies of originals and the authenticity and completeness of the originals from which such copies were taken; 4.4 that Delphi Automotive LLP was carrying on business in accordance with your permission the Partnership Agreement on the following assumptions:date of execution of the Indenture; A-1 As to matters 4.5 the lack of fact material bad faith and the absence of fraud, coercion, duress or under influence on the part of any party to the opinions expressed hereinNew York Law Documents and/or its directors, employees, agents and advisers; 4.6 that the parties to the Partnership Agreement had the capacity and power to enter into the Partnership Agreement, that the Partnership Agreement was duly authorised by and duly executed and delivered by or on behalf of each of the parties to it in the form examined by us (and we have relied upon the statements or certified copy of the Partnership Agreement referred to in Paragraph 3.2.1 above) and that the Partnership Agreement creates legal, valid, binding and enforceable obligations under the laws of Delaware by which it is expressed to be governed; 4.7 that the certificates of the Company Secretary of each English Guarantor referred to in Paragraphs 3.2 and you pursuant 3.3 above are correct in all respects and do not fail to disclose any matters which had they been disclosed would be material in connection with the giving of the opinions contained in this opinion letter, and there have been no changes to the matters referred to in that certificate; 4.8 that the written resolutions adopted by Delphi Automotive LLP’s Board of Managers, referred to in Paragraph 3.2.3 above were duly passed in accordance with the notice, quorum, voting and other similar terms of the Partnership Agreement and upon certificates that any provisions contained in any relevant law or regulation relating to the declaration of members’ interests were duly observed in relation to the resolutions referred to above and statements that no member of government officials and Delphi Automotive LLP acted in breach of officers his duty in voting on any of the Companyresolutions or members consents; 4.9 that the written resolutions adopted by ▇▇▇▇▇▇ ▇▇▇▇▇▇ UK Limited’s Board of Directors, referred to in Paragraph 3.3.3 above were duly passed in accordance with the notice, quorum, voting and other similar requirements of the Companies Act 2006 and the Constitutional Documents; 4.10 that each New York Law Document has, in fact, been delivered by or on behalf of each English Guarantor and no New York Law Document is subject to any escrow or similar arrangement; 4.11 that in entering into the New York Law Documents, each English Guarantor did so in good faith and for the purpose of carrying on their businesses and at the time that the New York Law Documents were entered into there were reasonable grounds for the members of each English Guarantor to believe that the transactions to which the New York Law Documents relate, and the execution and delivery by each English Guarantor of the New York Law Documents and the exercise of its rights and the performance of its obligations thereunder, would materially benefit each English Guarantor and be likely to promote its success for the benefit of its members as a whole; 4.12 that at the time the New York Law Documents were executed, neither English Guarantor had passed a voluntary winding-up resolution, that no petition had been presented to or order made by a court for the winding up or dissolution of either English Guarantor, that no application had been made to a court, and no order had been made by the court, for an administration order in respect of either English Guarantor, that no appointment of an administrator and no notice of an intention to appoint an administrator had been made out of court or been given or filed with the court in respect of either English Guarantor and that no receiver, trustee, administrator, provisional liquidator, administrative receiver or similar officer had been appointed in relation to either English Guarantor or any of its assets or revenues. In additionHowever, we note that the New York Law Documents were entered into more than two months ago and typically any such appointments or actions would have been disclosed by the searches of the type described in paragraph 3.4 above had they been made two months thereafter and we can confirm that none of the same are disclosed by the Searches; 4.13 that the information disclosed in the Searches was correct and complete and remains correct and complete as at the date of this opinion letter. It should be noted, however, that the Searches may not reveal whether any of the matters referred to in paragraph 4.12 above have occurred; 4.14 that none of the parties is or will be seeking to achieve any purpose not apparent from the New York Law Documents which might render any of the New York Law Documents illegal, void or unenforceable; 4.15 that there are no provisions of the laws of any country or jurisdiction outside England which would have any implications for the opinions we express. Our opinion is confined to, and given on the basis of, English law as applied by the English courts at the date of this opinion letter and we have made no investigation of the laws of any country or jurisdiction other than England (and, in particular, we have examined originals not made any investigation of the laws of New York) and we do not express or copies of documentsimply any opinion thereon. Furthermore we do not express any opinion on European Union law as it affects any jurisdiction other than England (and, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examinationpurpose, we have assumed that all statutory instruments and/or regulations made in England in purported implementation of any directive have been duly made in accordance with that directive and are valid in all respects under English law). The opinions given in this opinion letter are strictly limited to the signatures on documents matters stated in Paragraph 5 below and instruments examined do not extend to and are not to be read as extending by us are authentic, that each is what it purports implication to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (any other than the Company matters in connection with the Agreement) had the power, legal competence New York Law Documents. We express no opinion as to matters of fact. This opinion letter and capacity to enter into and perform all non-contractual obligations arising out of such party’s obligations thereunder, (ii) each party to such documents (other than the Company or in connection with it shall be governed by and construed in accordance with English law as at the Agreement) has duly authorized, executed and delivered such documents, (iii) each date of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderthis opinion letter.

Assumptions. For purposes We assume: (a) the authenticity and completeness of this opinion letterall documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies or received by facsimile transmission and the authenticity and completeness of the originals of such documents of which such copies or facsimiles have been supplied; (b) that all certificates and other documents on which we have relied with your permission on expressed reliance remain accurate and that a further search of the following assumptions: A-1 As to matters Companies Registry in Cardiff or a search of fact material the winding-up and administration petitions or notices of appointment of the Companies Court would not reveal any circumstances relating to the opinions expressed hereinIssuer or Guarantor which would affect this opinion; (c) the genuineness of all signatures, we have relied upon stamps and seals; (d) that the statements or certificates resolutions of the Company and you pursuant to the Agreement and upon certificates and statements board of government officials and of officers directors of the Company. In additionIssuer and the Guarantor referred to in paragraph 2 of Schedule 1 were duly passed at a duly constituted and convened meeting of duly appointed directors of the Issuer or the Guarantor, we have examined originals or copies of documentsas appropriate, corporate records and other writings that we consider relevant with all necessary interests being disclosed by directors for the purposes of Section 317 of the Companies Act 1985 and the Issuer’s or the Guarantor’s, as appropriate, memorandum and articles of association and that such resolutions have not been amended, modified, revoked or rescinded (except as referred to therein) and are in full force and effect; (e) neither the Issuer or the Guarantor has passed a voluntary winding-up resolution, that no petition has been presented or order made by a court for the winding-up, dissolution or administration of the Issuer or the Guarantor and that no receiver, trustee, administrator or similar officer has been appointed in relation to the Issuer or the Guarantor or any of its or their assets or revenues and no application has been made to the Registrar of Companies for the striking off of the Issuer or the Guarantor from the Register of Companies; (f) the documents listed in Schedule 1 contain all relevant informational material for the purposes of our opinion and there is no other arrangement between the parties or any other matter which renders such information incomplete or misleading or which otherwise affects the conclusions stated in this opinion. In ; (g) any document referred to in Schedule 1 which is in draft form will not differ from such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.draft when in final form; and A-2 In making our examination of documents, we have further assumed that (ih) each party to such documents no law (other than the Company in connection with the AgreementEnglish law) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing affects any of the rights provided for conclusions stated in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderthis opinion.

Assumptions. For purposes of this opinion letter, we have relied with your permission on the following assumptions: A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement Agreements and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the AgreementAgreements) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the AgreementAgreements) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the AgreementAgreements), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the AgreementAgreements, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement Agreements has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the AgreementAgreements, have acted in good faith and without notice of any defense against the enforcement of any rights created by the AgreementAgreements. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement Agreements that would modify or interpret the terms of the Agreement Agreements or the respective rights or obligations of the parties thereunder.

Assumptions. For the purposes of this opinion lettergiving our Opinion, we have relied with your permission assumed: 2.1 the genuineness of all signatures and seals; 2.2 the authenticity and completeness of all documents submitted to us as originals, and the completeness of the records maintained at Companies House; 2.3 the completeness and the conformity to originals of all documents supplied to us by Companies House as downloadable documents and the authenticity of the originals of such documents; 2.4 that the records maintained by Companies House and available for our inspection online as at the date of our Opinion are accurate, complete and up-to-date in all respects; 2.5 that the representations and warranties respectively made and given in the Bank Machine Business Confirmation, the Green Team Business Confirmation and the Security Confirmation are true and correct in all respects as at the date of our Opinion; 2.6 that the information disclosed by the Telephone Search was accurate as of the date the Telephone Search was made and has not been altered, and that the Telephone Search did not fail to disclose any information which had been delivered for filing but did not appear from the information available at the time it was made, or which ought to have been filed at that time but had not been so filed, and that no additional matters would have been disclosed by any similar search being carried out since that time; 2.7 the absence of fraud and the presence of good faith on the following assumptions:part of Cardtronics and the Companies and their respective officers, employees, agents and advisers; A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates 2.8 that (a) both of the Company Companies are fully solvent at the time of and you pursuant to immediately following the Agreement execution and upon certificates and statements delivery of government officials and of officers our Opinion; (b) neither of the Company. In additionCompanies will be insolvent as a consequence of doing any act or thing which the Secondary Offering contemplates, permits or requires either Company to do; (c) no resolution or petition for the appointment of a liquidator or administrator has been passed or presented in relation to either of the Companies; and (d) no receiver has been appointed in relation to any of the assets or undertaking of either of the Companies; and 2.9 that there is or are no factual information or documents possessed or discoverable by persons other than ourselves of which we have examined originals or copies are not aware but of documents, corporate records and other writings that which we consider relevant should be aware for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verifiedour Opinion. A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunder.

Assumptions. For purposes We have assumed the legal capacity and competence of this opinion letterall natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of such original documents. As to certain matters we have relied with your permission exclusively upon certificates, representations and other statements of one or more of the Clients (or officers and/or other representatives thereof) and public officials (including, without limitation, those set forth in the Good Standing Certificate) and upon the representations and warranties of the Clients contained in the Reviewed Contracts. We have assumed that all representations and warranties of each party set forth in the Reviewed Contracts were and continue to be accurate in all material respects. With respect to any representation, statement or certificate on the following assumptions: A-1 As to matters of fact material to the opinions expressed herein, which we have relied upon and that was given or dated earlier than the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes date of this opinion. In such examinationletter, we have assumed that the signatures on documents information contained therein has remained accurate, as far as relevant to the opinions contained herein, from such earlier date through and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform including the date of this letter. In accordance with the originals, which facts we have not independently verified. A-2 In making our examination general policies of documentsthis law firm in rendering legal opinions, we have further assumed for purposes of the opinions expressed herein that no fraud exists with respect to the Reviewed Contracts or the transactions contemplated thereby or with respect to any other matter relevant to such opinions and that the execution and delivery of the Reviewed Contracts by all intended parties thereto are free of intentional or unintentional mistake or misunderstanding, undue influence, duress and criminal activity. In addition, as to each person or entity that is contemplated to be a party to any Reviewed Contract (any such person or entity, a “Party”) we have assumed that (ia) each party to such documents Party (other than BLFC) has duly executed and delivered such Reviewed Contract in the Company in connection with form of the Agreementdraft thereof presented to and reviewed by us, (b) at the time it executed or delivered such Reviewed Contract, such Party (other than BLFC) had the powerfull and valid power and authority, and legal competence capacity, to execute and capacity deliver such Reviewed Contract and to enter into and perform all of such party’s its obligations thereunder, (iic) each party to if such documents Party (other than BLFC) is a corporation or other entity, at the Company time it executed or delivered such Reviewed Contract, it was duly incorporated, organized or otherwise formed, validly existing and in connection good standing under the laws of the jurisdiction of its incorporation, organization or other formation, as applicable, (d) if such Party (other than BLFC) is a corporation or other entity, the execution, delivery and performance by such Party of such Reviewed Contract were (prior to the execution and delivery of such Reviewed Contract) duly authorized and approved by all necessary corporate or other action on the part of such Party and do not conflict with or constitute a default under any formation, organizational or governing document of such Party, (e) except with respect to the AgreementClients to the extent set forth in opinion paragraphs V and VI of Section C hereof, the execution, delivery and performance of such Reviewed Contract by such Party is not in violation of any court order, decree or other legal requirement, restriction or constraint and (f) except with respect to the Clients to the extent set forth in opinion paragraphs V and VI of Section C hereof, the execution, delivery and performance of such Reviewed Contract by such Party is not in breach of any contract or other To Each of the Persons Listed On Schedule A Attached hereto May 30, 2013 Page 3 obligation to which such Party is a party or by which such Party is otherwise bound. We have further assumed, with respect to each Party, other than the Clients (any Party, other than the Clients, an “Other Party”), that each Reviewed Contract to which such Other Party is contemplated to be a party constitutes a legal, valid and binding obligation of such Other Party, enforceable against such Other Party in accordance with its terms. With your consent and permission, except as expressly stated herein, we have made no independent examination of the affairs of any Client or of any other instruments, agreements or documentation not expressly specified herein to which any Client may be subject and (except as herein otherwise stated) have made no special investigation or review of any laws, rules or regulations or any judgments, decrees, franchises, certificates, permits or the like applicable to any Client. Nor have we made any independent examination of the affairs of any Other Party or of any other instruments, agreements or documentation not expressly specified herein to which any Other Party may be subject and have made no special investigation or review of any of the laws, rules, regulations, judgments, decrees, franchises, certificates, permits or the like applicable to any Other Party. Without limiting the foregoing, we have made no investigation of the books, records, files or other business papers of the Other Parties or of (except as expressly set forth in this opinion letter) any Client, and we have made no investigation in any court, agency, governmental office or elsewhere. For the purpose of rendering the opinions set forth herein, with your consent and permission, we have also assumed, without any independent investigation, that: (1) each of the Reviewed Contracts has duly authorized, been executed and delivered such documentsin the form of the final draft thereof presented to and reviewed by us; (2) there are no agreements or understandings, written or oral, among the Parties (iiior any of them) each of such documents is enforceable against or others and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact usage of trade or circumstance relating course of prior dealing among the Parties (or any of them) that would, in either case, define, supplement, qualify, expand or otherwise modify the terms of any of the Reviewed Contracts (or the respective rights and obligations of the Parties as set forth therein) or otherwise cause any of the Reviewed Contracts to you be interpreted or your business enforced other than in accordance with their respective terms or that might prevent you from enforcing would otherwise have an effect on the opinions rendered herein; (3) the constitutionality or validity of any relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the State of New York has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity; (4) in exercising any of the rights (including, without limitation, the exercise of any discretion) or remedies provided for under, or in the Agreementenforcing, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to Reviewed Contracts, the Agreement has complied with Agent and the Lenders (or any requirement of good faith, fair dealing and conscionability, and successor (vis) youor assign (s) thereof), and any agent acting for you or representative thereof, will, notwithstanding any provision contained in connection with any Reviewed Contract or other document to the transactions contemplated by the Agreementcontrary, have acted deal fairly and act in good faith and without notice with diligence, reasonableness and care and conduct itself, and exercise such rights and remedies, and enforce the Reviewed Contracts, in a commercially reasonable manner; (5) neither the Agent nor any Lender will take any discretionary action (including a decision not to act) permitted under such Reviewed Contract that would result in a violation of law, or constitute a breach or default under any other agreement, or constitute a breach or default of any defense against court order; and (6) all contracts relevant to this opinion, other than the enforcement Reviewed Contracts, to which any Client is a party or by which any of its property is bound and judicial and administrative decrees, writs, injunctions, judgments, rulings or orders that name any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderClients and that are specifically addressed to them (collectively, “Court Orders”) would be enforced as written.

Assumptions. For purposes of In rendering this opinion letter, we have relied with your permission on the following assumptions: A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In additionopinion, we have examined and relied on originals or copies copies, certified or otherwise identified to our satisfaction, of documentsthe documents listed on Exhibit A, corporate records as well as factual certificates received from the Originators and other writings that Seller (the “Certificates”), and we consider relevant have also examined such statutes, regulations, rulings and judicial decisions as we deem necessary to render this opinion. We have assumed for the purposes purpose of this opinion. In such examination, we have assumed with your approval and without independent verification or investigation, (i) that the signatures on all documents and instruments examined by us are authenticgenuine, that each is what it purports to be, and (ii) that all documents submitted to us as originals are authentic, and instruments (iii) that all documents submitted to us as copies or facsimiles conform with the originals. We have assumed, which facts we have not independently verified. A-2 In making our examination of documentswith your approval and without independent verification or investigation, we have further assumed that (i) each party the due authorization, execution and delivery by the parties thereto of the Transaction Documents (as that term is defined in Exhibit A), and that the parties to such documents (other than the Company in connection with the Agreement) had the Transaction Documents have full power, authority and legal competence right, as the case may be, to execute and capacity deliver the Transaction Documents, and to enter into perform and perform all of such party’s obligations thereunder, observe the respective provisions thereof; (ii) that each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faithTransaction Documents is duly organized or formed, fair dealing and conscionabilityvalidly existing, and in good standing or full force and effect in the jurisdiction where it was formed; and (viiii) youthat each of the Transaction Documents constitutes the legal, valid and binding obligation of, and any agent acting for you is enforceable in connection accordance with its terms against, the transactions contemplated respective parties thereto (except as such enforceability may be limited by the Agreementbankruptcy, have acted in good faith and without notice of any defense against insolvency or similar laws affecting the enforcement of creditors’ rights generally). With respect to past or present facts and to present intentions as to future conduct, we have examined and relied, with your approval and without independent verification or investigation, on the representations as to matters of fact contained in the Certificates (as that term is defined in Exhibit A), copies of which are attached hereto, and have assumed that those representations are true and accurate in all respects. In connection with this opinion, we do not purport to be qualified to express legal conclusions based on the law of any rights created state or jurisdiction other than the law of the State of Ohio and the federal law of the United States of America as it may be applied in an adversary proceeding, contested matter or civil action that involves substantive consolidation, whether property constitutes property of the estate or the applicability of the automatic stay, without giving effect to conflict of laws provisions, and accordingly, we express no opinion as to the law of any other state within the United States of America or of any other jurisdiction. We call to your attention that the Transaction Documents provide that they are to be governed by, and construed in accordance with, the law of the State of Ohio or the State of New York. This opinion has been rendered as if the Transaction Documents were governed, to the extent that state law is applicable, in all respects by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms law of the Agreement State of Ohio, without giving effect to principles of conflict of laws. The opinions set forth herein are expressly subject to there being no material change in the relevant law after the date hereof. In rendering this opinion, we have further assumed, with your approval and without independent verification or investigation, that the respective rights or obligations following facts and statements, as of the parties thereunderdate of the initial purchase of Transferred Receivables by Seller from Originators under the Sale and Contribution Agreement (the “Initial Purchase Date”) or at such other time, if any, specified therein (as the case may be), are true and accurate in all respects, which facts and statements with respect to past or present facts or to present intentions as to future conduct have been certified to us in the Certificates or are set forth in or required by an Authority Document (as that term is defined in Exhibit A) or a Transaction Document.

Assumptions. For purposes the purpose of giving this opinion letterOpinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have relied with your permission not verified independently any assumption: 3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon, that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the following assumptions:copy. A-1 As 3.2 That the Transaction Documents have been delivered by the parties thereto and are not subject to matters any escrow arrangements. 3.3 That the copies produced to us of fact material minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the opinions expressed hereinmeeting and acted bona fide throughout, we that no further resolutions have relied upon been passed or corporate or other action taken which would or might alter the statements effectiveness thereof and that such resolutions have not been amended or certificates rescinded and are in full force and effect. 3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Acts and the Articles of Association of the Company and you pursuant none of the directors of the Company has any interest in the Transaction except to the Agreement and upon certificates and statements extent permitted by the Articles of government officials and of officers Association of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination 3.5 The absence of documentsfraud, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraudcoercion, duress or undue influence, (vi) influence and lack of bad faith on the conduct part of the parties to the Agreement has complied with any requirement of good faithTransaction Documents and their respective officers, fair dealing and conscionabilityemployees, agents and (vi) you, and any agent acting for you in connection with the transactions contemplated by exception of ▇▇▇▇▇▇ ▇▇▇) advisers. 3.6 That, based only on the Agreementsearches referred to in paragraph 1.8(d) and the certificate from the Company in the Closing Certificate, have acted no person who has been appointed or acts in good faith and without notice any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has been the subject of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms a declaration under Section 150 of the Agreement or the respective rights or obligations of the parties thereunder1990 Act (as amended).

Assumptions. For purposes of this opinion letter, we have relied with your permission on the following assumptions: A-1 As to matters of fact material to In rendering the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examinationset forth in Section C below, we have assumed that with your consent and without investigation: the signatures on documents and instruments examined genuineness of all signatures; the legal capacity of all individuals who have executed any of the Documents reviewed by us are authentic, that each is what it purports to be, and that us; the authenticity of all documents and instruments Documents submitted to us as copies or facsimiles conform with the originals, which facts the conformity to the originals of all Documents submitted to us as certified, photostatic, facsimile, reproduced or conformed copies, the authenticity of the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete; the truthfulness of each statement as to all factual matters otherwise not independently verified. A-2 In making our examination known to us to be untruthful contained in any Document encompassed within the due diligence review undertaken by us; the payment of all required documentary stamps, taxes and fees imposed upon the execution, filing or recording of documents, we ; there have further assumed that (i) each party to such documents (other than the Company been no undisclosed oral or written modifications of any provision of any Document reviewed by us in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any rendering of the rights provided for opinions, all terms and conditions of, or relating to, the transactions contemplated by the Transaction Documents are correctly and completely embodied in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the Transaction Documents; that all parties to the Agreement has have complied with any requirement of good faith, fair dealing and conscionability; that each Subsidiary is solvent; that each Subsidiary has received adequate consideration for entering into the Transaction Documents; that (i) the Articles of Incorporation or Bylaws of each Subsidiary has not been amended and that no such amendment is pending or has been proposed, (ii) each Subsidiary is organized solely under the laws of the State of Colorado, (iii) there are no proceedings pending or contemplated for (A) the merger, consolidation, conversion, dissolution, liquidation or termination of any Subsidiary, or (B) any Subsidiary’s transfer to or domestication in any other jurisdiction and (iv) each Subsidiary has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, within the last four (4) months. Since we have not represented any of the Subsidiaries with regard to their respective corporate formalities, for purposes of the opinions rendered below, we rely on the presumption of regularity and continuity (a) for all stock issuances, and cancellations thereof where applicable, and (vib) youwith the exception of the written consent referenced under Section A.6. and the Certificate reference under Section A.8. above, for all of the minutes of the meetings and written consents of the Subsidiaries’ Board of Directors and shareholders, and as to any agent acting for you in connection with the transactions contemplated by the Agreementsuch meetings or consents, have acted in good faith and without that they were properly noticed or notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderwas properly waived.

Assumptions. For purposes of this opinion letterWith your permission, in rendering the foregoing opinions, we have relied with your permission on made the following assumptions:. We have made these assumptions without independent verification, and with the understanding that we are under no duty to inquire about or perform any investigation regarding such matters. A-1 As to matters 1. The genuineness of fact material to the opinions expressed herein, we have relied upon the statements or certificates all signatures not witnessed. 2. Each natural person who is executing any of the Company Transaction Documents or otherwise involved in the actions contemplated by the Transaction Documents, possesses the legal competency and you pursuant capacity necessary for such individual to the Agreement and upon certificates and statements of government officials and of officers execute such documents and/or to carry out such individual’s obligations thereunder. 3. Each entity who has executed or is executing any of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination of documents, we have further assumed that (i) each party to such documents Transaction Documents (other than the Company in connection with the AgreementLoan Parties) had the power, legal competence and capacity power to enter into and perform all of such party’s its obligations thereunder, (ii) each party to under such documents and that such documents have been duly authorized, executed, and delivered by such parties (other than the Company in connection with the Agreement) has duly authorizedLoan Parties). 4. The Transaction Documents are valid, executed binding, and delivered such documents, (iii) each enforceable obligations of such documents is enforceable against and binding upon the parties thereto (other than the Company Loan Parties) in accordance with their respective terms. 5. The Transaction Documents accurately and completely describe and contain the parties’ mutual intent, understanding, and business purposes, and there are no oral or written statements, agreements, understandings, or negotiations, nor any usage of trade or course of prior dealing among the parties, that directly or indirectly modify, define, amend, supplement, or vary, or purport to modify, define, amend, supplement, or vary, any of the terms of the Transaction Documents or any of the parties’ rights or obligations thereunder, by waiver or otherwise. 6. The rights and remedies set forth in the Transaction Documents and each Other Document related thereto will be exercised by Agent and Lenders in a commercially reasonable manner and Agent and Lenders will abide by any implied covenant of good faith and fair dealing imposed by applicable law. 7. The result of the application of New York law as specified in the Transaction Documents, if applied, will not be contrary to a fundamental policy of the law of any other state with which the parties may have material or relevant contact in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions actions contemplated by the Agreement, have acted Transaction Documents and as to which there is a materially greater interest in good faith and without notice determining an issue of any defense against the enforcement choice of any rights created by the Agreementlaw. 8. We have also assumed that there are no extrinsic agreements or understandings among the parties That value has been given to each Loan Party pursuant to the Agreement that would modify or interpret Transaction Documents. 9. That the terms of factual matters and representations and warranties as to factual matters contained in the Agreement or the respective rights or obligations of the parties thereunderdocuments, records, certificates and other documents we have reviewed are true, correct and complete in all respects.

Assumptions. For purposes of this opinion letterIn such examination and in rendering the opinions expressed below, we have relied assumed, without any independent investigation or inquiry: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to authentic original documents of all documents submitted to us as copies; (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures; and (v) with your permission respect to each Person expressed to be a party to the documents submitted to us, that (A) such Person is validly existing and in good standing under the laws of the jurisdiction in which it was formed or incorporated and is qualified to engage in business and in good standing in all other jurisdictions in which such qualification is necessary, (B) such Person has or had at all relevant times all necessary power and authority to execute, deliver and perform its obligations under such documents, (C) the execution and delivery of, and performance of its obligations under, such documents have been duly authorized by all necessary action on the following assumptions: A-1 As to matters part of fact material to the opinions expressed hereinsuch Person, we and (D) such documents have relied upon the statements been duly executed and delivered by or certificates on behalf of the Company such Person and you pursuant to the Agreement constitute legal, valid and upon certificates and statements binding obligations of government officials and of officers of the Companysuch Person, enforceable against such Person in accordance with their respective terms. In addition, we have examined originals or copies made such investigations of documents, corporate records law as we have deemed relevant and other writings that we consider relevant necessary as a basis for the purposes opinions expressed below. As to matters of fact relevant to the opinions expressed in this opinion. In such examinationletter, we have assumed that relied, without any independent investigation or inquiry, upon certificates and similar documents of governmental authorities, upon certificates of officers and representatives of the signatures on documents Borrower and instruments examined Pledgor and upon the representations and warranties of the Borrower, Pledgor and other Persons contained in the Opinion Documents. Ormat Nevada Inc. December 20, 2011 Statements in this opinion which are qualified by us are authenticthe expression “to our knowledge”, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, “of which facts we have not independently verified. A-2 In making our examination knowledge”, “known to us” or other expressions of documents, we like import are limited solely to the current actual knowledge of the individual attorneys in this firm who have further assumed that (i) each party devoted substantive attention to such documents (other than the Company representation of the Borrower in connection with the Agreement) had negotiation, execution and delivery of the powerOpinion Documents. We have not undertaken any independent investigation to determine the accuracy of any such statement, legal competence and capacity to enter into and perform all any limited inquiry undertaken by us during the preparation of this opinion should not be regarded as such party’s obligations thereunder, (ii) each party to such documents (an investigation. We express no opinion in this letter regarding the laws of any jurisdiction other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any Federal bankruptcy laws of the rights provided for in the Agreement, United States of America (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct Title 11 of the parties to United States Code) as in effect on the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and date hereof (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement“Federal Bankruptcy Laws”). We have also assumed that there are made no extrinsic agreements investigation and we express no opinion herein concerning any other laws of any jurisdiction, including, without limitation, of any state, city, county, municipal or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement other local laws within any state or the respective rights or obligations of the parties thereundereffect thereof.

Assumptions. For purposes of this opinion letterIn rendering the foregoing opinions, we have relied with your permission on relied, without investigation, upon the following assumptionsassumptions set forth below unless in a given case the particular assumption states, directly or in practical effect, a legal conclusion expressed in the opinion: A-1 As to matters (a) Administrative Agent has acted in good faith and without actual notice of fact material any defense against enforcement of rights created by the transaction contemplated by the Conduit Borrower Financing Documents (the “Bond Transaction”); (b) Each natural person executing any of the Conduit Borrower Financing Documents on such person’s own behalf or on behalf of any party to the opinions expressed hereinBond Transaction has, at the time of such execution, sufficient legal competency and capacity to execute and deliver such Conduit Borrower Financing Documents; provided, however, that we have relied upon the statements or certificates no knowledge of the Company and you pursuant any fact which would cause us to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings believe that we consider relevant for the purposes of are not justified in making this opinion. In such examination, we have assumed that the signatures assumption; (c) Each signature on documents and instruments examined by us are authentic, that each a document is what it purports to be, and that all documents and instruments genuine; (d) Each document submitted to us as copies or facsimiles conform with the originalsfor review is accurate and complete, which facts we have not independently verified.each document purporting to be an original is authentic, and each document purporting to be a copy conforms to an authentic original; and all public records reviewed are accurate and complete; A-2 In making our examination of documents, we have further assumed that (ie) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the All parties to the Agreement has Conduit Borrower Financing Documents have complied with any requirement of good faithfaith or fairness; (f) The Conduit Borrower Financing Documents accurately reflect the complete understanding and intent of the parties thereto with respect to the matters and transactions contemplated to be evidenced thereby and the Conduit Borrower Financing Documents have not been amended, fair dealing modified or supplemented by any other agreement or any understanding, course of business, trade practice, custom or usage of, between or among any of the parties thereto or any waiver of any of the material provisions of the Conduit Borrower Financing Documents; (g) With respect to the Bond Transaction and conscionabilitythe Conduit Borrower Financing Documents, there has been no mutual mistake of fact and there exists no fraud, duress, undue influence or criminal activity; (h) Each party to a Conduit Borrower Financing Document that is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (i) Each party to any Conduit Borrower Financing Document that is an entity has the power (corporate, limited liability company, limited partnership or other organization) to execute and deliver such Conduit Borrower Financing Documents and to perform and observe its obligations thereunder; (j) Each party to any Conduit Borrower Financing Documents that is an entity has (a) duly authorized its execution, delivery and performance of such Conduit Borrower Financing Documents and (vib) you, duly executed and any agent acting for you in connection with delivered such Conduit Borrower Financing Documents by duly authorized officers or other representatives; (k) In the transactions contemplated by the Agreement, have acted in good faith and without notice case of any defense against document to be recorded, the enforcement execution thereof has been duly acknowledged before a notary public, county clerk or deputy, clerk and master or other person necessary under the law of any rights created by the AgreementState to authenticate such document; and (l) Any certifications dated prior to the date hereof remain true and correct as of the date hereof. We have also assumed no Actual Knowledge that there the foregoing assumptions are false. We have no extrinsic agreements or understandings among Actual Knowledge of facts that, under the parties to circumstances, would make our reliance on the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderforegoing assumptions unreasonable.

Assumptions. For purposes the purpose of giving this opinion letterOpinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have relied with your permission not verified independently any assumption: 3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the following assumptions:copy. A-1 As to matters of fact 3.2 That the Transaction Document has been executed in a form and content having no material difference to the opinions expressed hereinfinal draft provided to us. 3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, we duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have relied upon been passed or corporate or other action taken which would or might alter the statements effectiveness thereof and that such resolutions have not been amended or certificates rescinded and are in full force and effect. 3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and you pursuant none of the directors of the Company has any interest in the Transaction except to the Agreement and upon certificates and statements of government officials and of officers extent permitted by the Constitution of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination 3.5 The absence of documentsfraud, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraudcoercion, duress or undue influence, (vi) influence and lack of bad faith on the conduct part of the parties to the Agreement has complied with any requirement of good faithTransaction Document and their respective officers, fair dealing and conscionabilityemployees, agents and (vi) you, and any agent acting for you in connection with the transactions contemplated exception of ▇▇▇▇▇▇ ▇▇▇) advisers. 3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has: (a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or (b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking. 3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that: (a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for; (b) the position reflected by the AgreementSearches may not be fully up-to-date; and (c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, have acted or the appointment of a receiver or an examiner to, the Company or its assets. 3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in good faith the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and without notice at all times thereafter. 3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of any defense against each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit. 3.10 That the enforcement Transaction Document is the only document relating to the subject matter of any rights created by the Agreement. We have also assumed Transaction (for the purposes of the Opinion) and that there are no extrinsic agreements or understandings among arrangements of any sort in existence between the parties to the Agreement that would modify Transaction Document and/or any other party which in any way amend or interpret vary or are inconsistent with the terms of the Agreement Transaction Document or in any way bear upon or are inconsistent with the respective rights or obligations of the parties thereunderopinions stated herein.

Assumptions. For purposes of this opinion letter, we have relied with your permission on The opinions expressed above are subject to the following assumptions: A-1 As (a) We have assumed that (i) as to factual matters of fact material (but not legal conclusions) relevant to the opinions expressed herein, we have relied upon the statements or certificates each of the Company representations and you pursuant to warranties of the Agreement Borrower in each of the Credit Documents and upon in any related schedules or exhibits is true and correct, (ii) all certificates and statements of government officials and of officers of the Company. In additionother statements, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined records reviewed by us are authenticaccurate and complete, that each is what it purports to be, and that (iii) all signatures on all documents and instruments reviewed by us are genuine, (iv) all documents submitted to us as originals are true and complete, (v) all documents submitted as copies or facsimiles conform with are true and complete copies of the originalsoriginals thereof, which facts we have not independently verified. A-2 In making our examination of documents, we have further assumed that (ivi) each party to such documents (other than the Company in connection with the Agreement) natural person signing any document reviewed by us had the power, legal competence and capacity to enter into do so and to perform all of such party’s his or her obligations thereunder, (iivii) each party to such documents (the laws of any jurisdiction other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each State of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business New York that might prevent you from enforcing govern any of the rights provided for documents do not modify the terms that appear in the Agreementany such document, (vviii) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, influence and (viix) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties, written or 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 Credit Documents and the Gramercy Loan Agreement. (b) We have assumed that: (i) the execution and delivery of each of the Credit Documents are within the power and authority of, and have been duly authorized by all necessary organizational proceedings on the part of, all parties to each such document, (ii) each of the Credit Documents has been duly executed and delivered by all such parties, (iii) each of the Credit Documents constitutes the valid and binding obligation of all such parties (other than the Borrower to the extent covered in paragraph II.1 above), enforceable against such parties in accordance with their respective terms and (iv) the status of each of the Credit Documents as the legally valid and binding obligations of each of the parties thereto is not affected by any (A) breach of, or default under, any agreement or instrument, (B) violation of any statute, rule, regulation or court or governmental order (other than, with respect to the Borrower, to the extent covered in paragraph II.2 above) or (C) failure to obtain any required consent, approval or authorization from, or make any required registration, declaration or filing with, any governmental authority (other than, with respect to the Borrower, to the extent covered in paragraph II.3 above). (c) We have assumed that the Borrower will comply with the covenants in the Loan Agreement that would modify as to the application of proceeds. (d) In rendering the opinion set forth in paragraph II.2(b) above, we have neither reviewed nor conducted any analysis of, and we express no opinion on, (i) numeric or financial standards, covenants or similar provisions requiring financial calculations or determinations or (ii) provisions relating to the occurrence of a “material adverse event” or words of similar import. In addition, our opinion relating to such agreement is subject to the effect of judicial decisions which may permit the introduction of extrinsic evidence to interpret the terms of written contracts or allow non-written modifications of written contracts. Moreover, to the Agreement extent that such agreement is governed by the laws of any jurisdiction other than the State of New York, our opinion relating to such agreement is based solely upon the plain meaning of its language without regard to interpretation or construction that might be indicated by the respective rights or obligations of the parties thereunderlaws governing such agreement.

Assumptions. For purposes the purpose of giving this opinion letterOpinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have relied with your permission on the following assumptionsnot verified independently any assumption: A-1 As 3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, corporate records the genuineness of all signatures, stamps and other writings seals thereon, that we consider relevant any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy. 3.2 That, where incomplete versions of the Transaction Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this opinion. In such examinationOpinion, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that originals of the Transaction Documents correspond in all documents and instruments respects with the last drafts of the complete Transaction Documents submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verifiedus. A-2 In making our examination of documents3.3 That the Transaction Documents have been executed in its final form, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and been delivered such documents, (iii) each of such documents is enforceable against and binding upon by the parties thereto (and are not subject to any escrow arrangements and the respective terms thereof will be observed and performed by the parties thereto. 3.4 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other than action taken which would or might alter the Company effectiveness thereof and that such resolutions have not been amended or rescinded and are in connection full force and effect. 3.5 That each director of the Guarantor has disclosed any interest which he may have in the Transaction in accordance with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any provisions of the rights provided for Companies Act and the Constitution of the Guarantor and none of the directors of the Guarantor has any interest in the AgreementTransaction except to the extent permitted by the Constitution of the Guarantor. 3.6 The absence of fraud, (v) there has not been any mutual mistake of fact or misunderstanding, fraudcoercion, duress or undue influence, (vi) influence and lack of bad faith on the conduct part of the parties to the Agreement has complied with any requirement of good faithTransaction Documents and their respective officers, fair dealing and conscionabilityemployees, agents and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice exception of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunder▇▇▇▇▇▇ ▇▇▇ LLP) advisers.

Assumptions. For purposes In considering the documents referred to above we have assumed: 4.1 the genuineness of all signatures and seals on the New York Law Documents and that any signature or execution pages on which any such signatures and/or seals appear physically formed part of complete and final versions of those documents at the time of signing and/or sealing; 4.2 the accuracy and completeness of all facts stated in any such documents and of all representations and warranties given by or in respect of any party to the New York Law Documents (except insofar as they relate to matters of law on which we expressly opine in this opinion letter, we have relied ); 4.3 the authenticity and completeness of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us in electronic form or as photocopies or facsimile transmitted copies or other copies of originals and the authenticity and completeness of the originals from which such copies were taken; 4.4 that Delphi Automotive LLP was carrying on business in accordance with your permission the Partnership Agreement on the following assumptions:date of execution of the Supplemental Indenture; A-1 As to matters 4.5 the lack of fact material bad faith and the absence of fraud, coercion, duress or under influence on the part of any party to the opinions expressed hereinNew York Law Documents and/or its directors, employees, agents and advisers; 4.6 that the parties to the Partnership Agreement had the capacity and power to enter into the Partnership Agreement, that the Partnership Agreement was duly authorised by and duly executed and delivered by or on behalf of each of the parties to it in the form examined by us (and we have relied upon the statements or certified copy of the Partnership Agreement referred to in Paragraph 3.2.1 above) and that the Partnership Agreement creates legal, valid, binding and enforceable obligations under the laws of Delaware by which it is expressed to be governed; 4.7 that the certificates of the Company Secretary of each English Guarantor referred to in Paragraphs 3.2 and you pursuant 3.3 above are correct in all respects and do not fail to disclose any matters which had they been disclosed would be material in connection with the giving of the opinions contained in this opinion letter, and there have been no changes to the matters referred to in that certificate; 4.8 that the written resolutions adopted by the members of Delphi Automotive LLP, referred to in Paragraph 3.2.3 above were duly passed in accordance with the notice, quorum, voting and other similar terms of the Partnership Agreement and upon certificates that any provisions contained in any relevant law or regulation relating to the declaration of members’ interests were duly observed in relation to the resolutions referred to above and statements that no member of government officials and Delphi Automotive LLP acted in breach of officers his duty in voting on any of the Companyresolutions or members consents; 4.9 that the written resolutions adopted by Delphi Holdfi UK Limited’s Board of Directors, referred to in Paragraph 3.3.3 above were duly passed in accordance with the notice, quorum, voting and other similar requirements of the Companies ▇▇▇ ▇▇▇▇ and the Constitutional Documents; 4.10 that the Supplemental Indenture has, in fact, been delivered by or on behalf of each English Guarantor and no New York Law Document is subject to any escrow or similar arrangement; 4.11 that in entering into the Supplemental Indenture, each English Guarantor did so in good faith and for the purpose of carrying on their businesses and at the time that the Supplemental Indenture was entered into there were reasonable grounds for the members of each English Guarantor to believe that the transactions to which the Supplemental Indenture relates, and the execution and delivery by each English Guarantor of the Supplemental Indenture and the exercise of its rights and the performance of its obligations thereunder, would materially benefit each English Guarantor and be likely to promote its success for the benefit of its members as a whole; 4.12 that at the time the Supplemental Indenture was executed, neither English Guarantor had passed a voluntary winding-up resolution, that no petition had been presented to or order made by a court for the winding up or dissolution of either English Guarantor, that no application had been made to a court, and no order had been made by the court, for an administration order in respect of either English Guarantor, that no appointment of an administrator and no notice of an intention to appoint an administrator had been made out of court or been given or filed with the court in respect of either English Guarantor and that no receiver, trustee, administrator, provisional liquidator, administrative receiver or similar officer had been appointed in relation to either English Guarantor or any of its assets or revenues; 4.13 that the information disclosed in the Searches was correct and complete and remains correct and complete as at the date of this opinion letter. In additionIt should be noted, however, that the Searches may not reveal whether any of the matters referred to in paragraph 4.12 above have occurred; 4.14 that none of the parties is or will be seeking to achieve any purpose not apparent from the New York Law Documents which might render any of the New York Law Documents illegal, void or unenforceable; 4.15 that there are no provisions of the laws of any country or jurisdiction outside England which would have any implications for the opinions we express. Our opinion is confined to, and given on the basis of, English law as applied by the English courts at the date of this opinion letter and we have made no investigation of the laws of any country or jurisdiction other than England (and, in particular, we have examined originals not made any investigation of the laws of New York) and we do not express or copies of documentsimply any opinion thereon. Furthermore we do not express any opinion on European Union law as it affects any jurisdiction other than England (and, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examinationpurpose, we have assumed that all statutory instruments and/or regulations made in England in purported implementation of any directive have been duly made in accordance with that directive and are valid in all respects under English law). The opinions given in this opinion letter are strictly limited to the signatures on documents matters stated in Paragraph 5 below and instruments examined do not extend to and are not to be read as extending by us are authentic, that each is what it purports implication to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (any other than the Company matters in connection with the Agreement) had the power, legal competence New York Law Documents. We express no opinion as to matters of fact. This opinion letter and capacity to enter into and perform all non-contractual obligations arising out of such party’s obligations thereunder, (ii) each party to such documents (other than the Company or in connection with it shall be governed by and construed in accordance with English law as at the Agreement) has duly authorized, executed and delivered such documents, (iii) each date of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderthis opinion letter.

Assumptions. For purposes of this opinion letterIn rendering the opinions set forth in Section C below, we have relied with your permission on assumed without investigation (i) the following assumptions: A-1 As to matters genuineness of fact material to the opinions expressed herein, we have relied upon the statements or certificates all signatures (other than signatures of officers of the Company and you pursuant to Dyadic), (ii) the Agreement and upon certificates and statements authenticity of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments Documents submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination (iii) the conformity to authentic original documents of documentsall Documents submitted to us as copies, we have further assumed that (iiv) the veracity of all Documents, (v) the power and capacity of each party of the parties to such documents the Transaction Documents (other than the Company in connection with the Agreementand Dyadic) had the power, legal competence and capacity to enter into and perform all of such party’s their respective obligations thereunder; (vi) the due authorization, (ii) each party to such documents (other than execution and delivery of the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) Transaction Documents by each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreementand Dyadic), and (ivvii) there is no fact or circumstance that the Transaction Documents constitute or, when so duly executed and delivered by the parties thereto, will constitute the valid and binding agreement of each party thereto (other than the Company and Dyadic). With respect to our opinions expressed below relating to you or your business that might prevent you from enforcing any good standing of the rights provided for Company and Dyadic, we have relied, without independent investigation, upon the certificates of good standing referenced in item 6 of Section A, and our opinions are rendered as of the date of such certificates. We express no opinion as to the tax good standing of the Company or Dyadic in any jurisdiction. With respect to our opinion expressed below in item 7 of Section C relating to the capitalization of the Company, we have relied, without independent investigation, upon the officer’s certificate of the Company referenced in item 7 of Section A and Schedule 3.1(f) to the Agreement, (vas certified by such officer’s certificate, and our opinion is rendered as of the date of such officer’s certificate. The preceding notwithstanding, our opinion expressed in the second sentence of said item 7 of Section C is not rendered upon reliance on the officer’s certificate of the Company referenced in item 7 of Section A or Schedule 3.1(f) there has not been any mutual mistake to the Agreement, but is otherwise rendered based on and subject to the other comments, assumptions, exceptions, qualifications and limitations set forth in Sections B and D hereof. As to questions of fact or misunderstandingmaterial to the opinions hereinafter expressed, fraud, duress or undue influence, (vi) we have relied upon the conduct respective representations and warranties of each of the parties to made in the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the AgreementDocuments. We have also assumed that there are made no extrinsic agreements examination or understandings among investigation to verify the parties accuracy or completeness of any financial, accounting, statistical, scientific or other factual information set forth in the Documents or otherwise furnished to ABRD or material to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderopinions expressed herein, and we express no opinion with respect thereto.