Common use of Qualifications and Limitations Clause in Contracts

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: 1. The opinions expressed in Paragraph B.1 above as to the valid existence and good standing of the Company are based solely on our review of the good standing or similar certificates issued by appropriate authorities in the subject jurisdictions, copies of which have been made available to you and your counsel, and our opinions with respect to such matters are limited accordingly. 2. With respect to our opinion in Paragraph B.5 that the authorized and issued capital stock of the Company is as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the heading “Description of Securities,” we have relied upon our review of the Delaware General Corporation Law, our review of the Company’s charter as to the number of shares of each authorized series and class of capital stock set forth under the caption “Description of Securities” in the Prospectus, and the respective rights, preferences, privileges, and restrictions thereof, and on certificates of officers. 3. With respect to our opinion in Paragraphs B.6 and B.7 regarding (i) consents, approvals, authorizations and orders or, or filings with any federal, Delaware corporate, Delaware state or New York state governmental or regulatory agency or body, and (ii) any court orders, judgments or decrees, we have relied solely upon written representations made to us by an officer of the Company and we have not conducted any special investigation of laws, statutes, rules or regulations, and our opinion with respect thereto is limited to the laws, statutes, rules and regulations of the United States and the State of New York, the State of Delaware and provisions of Delaware General Corporation Law. 4. With respect to our opinion in Paragraph B.7, we express no opinion on compliance by the Company with any financial covenants contained in any the agreements or instruments specified therein. 5. With respect to our opinion in Paragraph B.10, we have relied as to certain factual matters upon a certificate of an officer of the Company and have assumed that, pending their uses as identified in the Prospectus, the net proceeds of the offering contemplated by the Prospectus will be invested in government securities within the meaning of the Investment Company Act, to the extent necessary to ensure that the Company will not hold “investment securities” (within the meaning of the Investment Company Act) having a value exceeding 40% of the Company’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. We have also not considered the effect on such opinion of the identity, business or control of any of the Company’s stockholders and have assumed that none of the Company’s stockholders that exercises control over the Company would be deemed an “investment company” within the meaning of the Investment Company Act. 6. With respect to our statement in Paragraph C.1 concerning the effectiveness of the Registration Statement, the filing of the Prospectus, and the absence of stop order suspending the effectiveness of a Registration Statement on any part thereof, we have relied upon information posted by the Commission on its ▇▇▇▇▇ website on February [22], 2024, filing confirmations generated by the Commission’s ▇▇▇▇▇ filing system, and such other matters as we have deemed appropriate. 7. Our opinion is limited to the Delaware General Corporation Law and to such federal, New York and Delaware laws as in our experience are of general application to transactions of the sort contemplated by the Underwriting Agreement. We express no opinion regarding how any court would address any questions of choice of law, choice of venue or conflict of law. 8. As used in this opinion, the phrase “to our knowledge,” or words of similar import, mean, as to matters of fact, that, to the actual knowledge of the attorneys within our firm who have performed substantive legal services for the Company, but, except as expressly stated herein, without any independent factual investigation or verification of any kind, such matters are factually correct. 9. We express no opinion with respect to (i) the effect of applicable bankruptcy, insolvency, reorganization, liquidation, conservatorship, readjustment of debt, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) the availability of equitable remedies, including specific performance and (iii) the compliance or noncompliance with the antifraud provisions of state or federal laws, rules and regulations concerning the issuance of securities. 10. To the extent that any of the agreements that we have reviewed are governed by the laws of any jurisdiction other than the State of California, our opinion relating to those agreements and instruments is based solely upon the plain meaning of their language without regard to interpretation or construction that might be indicated by the laws governing those agreements and instruments and without consideration of any parol evidence. Moreover, we have not considered, and we express no opinion on the effect of provisions relating to the occurrence of a “material adverse effect” or words of similar import contained in any such agreement or instrument. 11. This opinion does not cover any intellectual property matters, for which the Underwriters are receiving a similar opinion from ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. The opinions and confirmations included in this letter are intended for the sole use of the Underwriters in connection with the transaction described above and are not to be made available to or relied upon by any other person or entity (including, without limitation, any person or entity who acquires the Shares from an Underwriter), nor may this letter be relied upon or used by the Underwriters for any other purpose, without our prior express written consent. The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinion should be inferred beyond the matters expressly stated. This letter is rendered as of the date hereof and we disclaim any undertaking to advise you hereafter of any facts, circumstances, events or developments hereafter occurring or coming to our attention which may alter, affect or modify the opinions or confirmations expressed herein. Very truly yours, February [22], 2024 ▇▇▇▇▇▇▇▇▇ LLC BARCLAYS CAPITAL INC. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC As Representatives of the several Underwriters c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10022 c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10019 c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10282

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: 1. : The opinions expressed in Paragraph B.1 above as to the valid existence and good standing of the Company are based solely on our review of the good standing or similar certificates issued by appropriate authorities in the subject jurisdictions, copies of which have been made available to you and your counsel, and our opinions with respect to such matters are limited accordingly. 2. With respect to our opinion in Paragraph B.5 that the authorized and issued capital stock of the Company is as set forth in the Registration Statement, the Disclosure Package and the Prospectus under the heading “Description of Securities,” Capital Stock”, we have relied upon our review of the Delaware General Corporation Law, our review of the Company’s charter as to the number of shares of each authorized series and class of capital stock set forth under the caption “Description of SecuritiesCapital Stock” in the Prospectus, and the respective rights, preferences, privileges, and restrictions thereof, and on certificates of officers. 3. With respect to our opinion in Paragraphs B.6 and B.7 regarding (i) consents, approvals, authorizations and orders or, or filings with any federal, Delaware corporate, Delaware state or New York state governmental or regulatory agency or body, and (ii) any court orders, judgments or decrees, we have relied solely upon written representations made to us by an officer of the Company and we have not conducted any special investigation of laws, statutes, rules or regulations, and our opinion with respect thereto is limited to the laws, statutes, rules and regulations of the United States and the State of New York, the State of Delaware and provisions of Delaware General Corporation Law. 4. With respect to our opinion in Paragraph B.7, we express no opinion on compliance by the Company with any financial covenants contained in any the agreements or instruments specified therein. 5. With respect to our opinion in Paragraph B.10, we have relied as to certain factual matters upon a certificate of an officer of the Company and have assumed that, pending their uses as identified in the Prospectus, the net proceeds of the offering contemplated by the Prospectus will be invested in government securities within the meaning of the Investment Company Act, to the extent necessary to ensure that the Company will not hold “investment securities” (within the meaning of the Investment Company Act) having a value exceeding 40% of the Company’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. We have also not considered the effect on such opinion of the identity, business or control of any of the Company’s stockholders and have assumed that none of the Company’s stockholders that exercises control over the Company would be deemed an “investment company” within the meaning of the Investment Company Act. 6. With respect to our statement in Paragraph C.1 concerning the effectiveness of the Registration Statement, the filing of the Preliminary Prospectus Supplement and the Prospectus, and the absence of stop order suspending the effectiveness of a Registration Statement on any part thereof, we have relied upon information posted by the Commission on its ▇E▇▇▇▇ website on February [22May [ ], 20242020, filing confirmations generated by the Commission’s ▇E▇▇▇▇ filing system, and such other matters as we have deemed appropriate. 7. Our opinion is limited to the Delaware General Corporation Law and to such federal, New York and Delaware laws as in our experience are of general application to transactions of the sort contemplated by the Underwriting Agreement. We express no opinion regarding how any court would address any questions of choice of law, choice of venue or conflict of law. 8. As used in this opinion, the phrase “to our knowledge,” or words of similar import, mean, as to matters of fact, that, to the actual knowledge of the attorneys within our firm who have performed substantive legal services for the Company, but, except as expressly stated herein, without any independent factual investigation or verification of any kind, such matters are factually correct. 9. We express no opinion with respect to (i) the effect of applicable bankruptcy, insolvency, reorganization, liquidation, conservatorship, readjustment of debt, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) the availability of equitable remedies, including specific performance and (iii) the compliance or noncompliance with the antifraud provisions of state or federal laws, rules and regulations concerning the issuance of securities. 10. To the extent that any of the agreements that we have reviewed are governed by the laws of any jurisdiction other than the State of California, our opinion relating to those agreements and instruments is based solely upon the plain meaning of their language without regard to interpretation or construction that might be indicated by the laws governing those agreements and instruments and without consideration of any parol evidence. Moreover, we have not considered, and we express no opinion on the effect of provisions relating to the occurrence of a “material adverse effect” or words of similar import contained in any such agreement or instrument. 11. This opinion does not cover any intellectual property matters, for which the Underwriters are receiving a similar opinion from ▇M▇▇▇▇▇ ▇▇▇▇▇ & ▇B▇▇▇▇▇▇ LLP. The opinions and confirmations included in this letter are intended for the sole use of the Underwriters in connection with the transaction described above and are not to be made available to or relied upon by any other person or entity (including, without limitation, any person or entity who acquires the Shares from an Underwriter), nor may this letter be relied upon or used by the Underwriters for any other purpose, without our prior express written consent. The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinion should be inferred beyond the matters expressly stated. This letter is rendered as of the date hereof and we disclaim any undertaking to advise you hereafter of any facts, circumstances, events or developments hereafter occurring or coming to our attention which may alter, affect or modify the opinions or confirmations expressed herein. Very truly yours, February [22May [ ], 2024 2020 J▇▇▇▇▇▇▇▇ LLC G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC W▇▇▇▇ Fargo Securities, LLC c/o ▇▇▇▇▇▇▇▇▇ LLC BARCLAYS CAPITAL INC. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC As Representatives of the several Underwriters c/▇ ▇▇▇▇▇▇▇▇▇ LLC ▇5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10022 c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Goldman Sachs & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10019 c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ & Co. ▇▇▇▇▇ c/o Wells Fargo Securities, LLC 5▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ New York▇▇▇▇▇ ▇▇▇ ▇▇▇▇, New York 10282▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Qualifications and Limitations. The opinions set forth above are subject to the following qualifications and limitations: 1. The opinions expressed in Paragraph Paragraphs B.1 and B.3 above as to the valid existence and good standing of the Company and the Subsidiaries are based solely on our review of the good standing or similar certificates issued by appropriate authorities in the subject jurisdictionslisted on Schedules 1, 2 and 3, copies of which have been made available to you and your counsel, and our opinions with respect to such matters are limited accordingly. 2. With respect to our opinion in Paragraph B.5 B-2 that the authorized and issued capital stock of the Company is as set forth under the caption “Description of Capital Stock” in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Description of Securities,” Prospectus, we have relied upon our review of the Delaware General Corporation Law, our review of the Company’s charter charter, as amended from time to time, as to the number of shares of each authorized series and class of capital stock set forth under the caption “Description of SecuritiesCapital Stock” in the General Disclosure Package and the Prospectus, and the respective rights, preferences, privileges, and restrictions thereof, and on certificates of officers. 3. With respect to our opinion in Paragraph B.2 that each outstanding share of Common Stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable, we have relied upon the representation concerning receipt by the Company of full consideration for such shares made to us. 4. With respect to our opinion in Paragraphs B.6 and B.7 B.4 regarding (i) consents, approvals, authorizations and orders orof, or filings with any federal, Delaware corporate, Delaware state Governmental Authority or New York state governmental or regulatory agency or bodyany court, and (ii) any court orders, judgments or decrees, we have relied solely upon written representations made to us by an officer of the Company and we have not conducted any special investigation of laws, statutes, rules or regulations, and our opinion with respect thereto is limited to the laws, statutes, rules and regulations of the United States and the State of New YorkCalifornia, the State of Delaware and provisions of Delaware General Corporation Law. 45. With respect to our opinion in Paragraph B.7B.5 regarding Material Agreements, we express no opinion on compliance by the Company with any financial covenants contained in any the agreements or instruments specified therein. 5. With respect to our opinion in Paragraph B.10, we have relied as to certain factual matters upon a certificate of an officer of the Company and have assumed that, pending their uses as identified in the Prospectus, the net proceeds of the offering contemplated by the Prospectus will be invested in government securities within the meaning of the Investment Company Act, to the extent necessary to ensure that the Company will not hold “investment securities” (within the meaning of the Investment Company Act) having a value exceeding 40% of the Company’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. We have also not considered the effect on such opinion of the identity, business or control of any of the Company’s stockholders and have assumed that none of the Company’s stockholders that exercises control over the Company would be deemed an “investment company” within the meaning of the Investment Company ActMaterial Agreement. 6. With respect to our statement in Paragraph C.1 concerning the effectiveness of the Registration Statement, the filing of the Prospectus, the filing of each Issuer Free Writing Prospectus, and the absence of stop order suspending the effectiveness of a Registration Statement on any part thereof, we have relied upon information posted by telephonic confirmation from the staff of the Commission on its ▇▇▇▇▇ website on February [22]June 28, 2024, filing confirmations generated by the Commission’s ▇▇▇▇▇ filing system, 2011 and such other matters as we have deemed appropriate. 7. Our opinion is limited to the Delaware General Corporation Law and to such federal, New York federal and Delaware California laws as in our experience are of general application to transactions of the sort contemplated by the Underwriting Agreement. We express no opinion regarding how any court would address any questions of choice of law, choice of venue or conflict of law. 8. As used in this opinion, the phrase “to our knowledge,” or words of similar import, mean, as to matters of fact, that, to the actual knowledge of the attorneys within our firm who have performed substantive legal services for the Company, but, except as expressly stated herein, without any independent factual investigation or verification of any kind, such matters are factually correct. 9. We express no opinion with respect to (i) the effect of applicable bankruptcy, insolvency, reorganization, liquidation, conservatorship, readjustment of debt, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) the availability of equitable remedies, including specific performance performance, (iii) the enforceability of the Underwriting Agreement under Section 1670.5 of the California Civil Code, (iv) the enforceability of provisions in the Underwriting Agreement releasing a party against liability for wrongful or negligent acts, indemnifying a party to the extent that the events giving rise to the indemnity arise in whole or in part from such wrongful or negligent act, or where release or indemnification is contrary to public policy, including but not limited to indemnification or releases relating to any issue covered by the securities laws, and (iiiv) the compliance or noncompliance with the antifraud provisions of state or federal laws, rules and regulations concerning the issuance of securities. 10. To the extent that any of the agreements Material Agreements that we have reviewed are governed by the laws of any jurisdiction other than the State of California, our opinion relating to those agreements and instruments is based solely upon the plain meaning of their language without regard to interpretation or construction and the assumption that might be indicated by the laws governing those agreements and instruments of such jurisdiction are the same as the laws in the State of California, and without consideration of any parol evidence. Moreover, we have not considered, and we express no opinion on the effect of provisions relating to the occurrence of a “material adverse effect” or words of similar import contained in any such agreement or instrument. 11. This opinion does not cover any intellectual property matters, for which the Underwriters are receiving a similar opinion from ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. The opinions and confirmations included in this letter are intended for the sole use of the Underwriters in connection with the transaction described above and are not to be made available to or relied upon by any other person or entity (including, without limitation, any person or entity who acquires the Shares Securities from an Underwriter), nor may this letter be relied upon or used by the Underwriters for any other purpose, without our prior express written consent. The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinion should be inferred beyond the matters expressly stated. This letter is rendered as of the date hereof and we disclaim any undertaking to advise you hereafter of any facts, circumstances, events or developments hereafter occurring or coming to our attention which may alter, affect or modify the opinions or confirmations expressed herein. Very truly yoursJune , February [22]2011 ▇▇▇▇▇▇▇ Lynch, 2024 Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. Bank of America Tower One Bryant Park New York, New York 10036 ▇▇▇▇▇▇▇, ▇▇▇▇▇ LLC BARCLAYS CAPITAL INC. & Co. ▇▇▇▇ ▇▇▇▇▇▇ of the Stars The Fox Plaza Building, Suite 2600 Los Angeles, California 90067 Ladies and Gentlemen: We are ▇▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President and General Counsel, and ▇▇▇▇▇▇▇▇ & CO▇. LLC As Representatives of the several Underwriters c/▇ ▇▇▇▇▇▇▇▇▇ LLC , Vice President and Chief Patent Counsel of NuVasive, Inc., a Delaware corporation (the “Company”). This opinion letter is rendered to you pursuant to that certain underwriting agreement (the “Underwriting Agreement”) by and between ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York”), New York 10022 c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10019 c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New Yorkand each of the other parties thereto (collectively, New York 10282the “Underwriters”) in connection with the issuance and sale by the Company of an aggregate of $350,000,000 principal amount of its 2.75% Convertible Senior Notes due 2017 to be issued in accordance with the provisions of an Indenture dated as of June 28, 2011 between the Company and U.S. Bank National Association, as trustee. This opinion is being rendered pursuant to Section 8(c) of the Agreement solely in our respective capacities as the Company’s General Counsel and Chief Patent Counsel. Capitalized terms used without definition in this opinion shall have the meanings ascribed to them in the Underwriting Agreement. In connection with this opinion, we have assumed the authenticity of all records, documents, and instruments submitted to either of us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents, and instruments submitted to me as copies. In connection with this opinion, we have reviewed only those records, documents and instruments that we regularly review in the course of our respective normal duties (collectively, the “Records”). Based solely upon our (i) review of the Records, (ii) inquiries into the Company’s business activities, (iii) examination of Company documents brought to the attention of either of us and (iv) examination of such questions of law as either of us has deemed necessary or appropriate for the purpose of this opinion, and subject to the limitations and qualifications expressed herein, it is our opinion that: (i) Nothing has come to our attention which causes either of us to believe that the statements relating to any intellectual property rights owned or licensed by the Company or its subsidiaries included in Part I, Item 1 of the Company’s Form 10-K for the year ended December 31, 2010 (“2010 Form 10- K”) under the caption “Business—Intellectual Property”, “—Patents” and “Trademarks”, and the statements set forth in the Company’s Form S-3 Registration Statement filed on June 21, 2011 (the “Registration Statement”) under the heading “Risk Factors—Risks Related to Our Intellectual Property and Litigation—Our Ability to Protect Our Intellectual Property and Proprietary Technology Through Patents and Other Means is Uncertain” as of the date thereof contain any untrue statement of material fact or fail to state any material fact necessary to make the statements therein not misleading. (ii) To our knowledge, the Company owns or otherwise possesses sufficient rights under all intellectual property rights that are currently employed by the Company in connection with the business now operated by it, or that is necessary for the manufacture, use or sale of (a) its current products as described in Part I, Item 1 of the Company’s 2010 Form 10-K under the heading “Business—The NuVasive Solution—Maximum Access Surgery (MAS),” and (b) the PCM cervical disc system as described in Part I, Item 1 of the Company’s 2010 Form 10-K under the caption “Development Projects.” (iii) To our knowledge, neither the Company nor its subsidiaries has received any communication or notice alleging any act of infringement by the Company or any of its subsidiaries of any intellectual property rights of any third party other than those disclosed in due diligence or as disclosed in the General Disclosure Package or incorporated by reference therein. (iv) To our knowledge, the claims of all issued, unexpired patents owned by or exclusively licensed to the Company or any of its subsidiaries are valid and enforceable under the U.S. patent laws. (v) To our knowledge, the statements set forth in the Registration Statement under the heading “Risk Factors—Risks Related to Our Intellectual Property and Litigation,” insofar as such statements purport to summarize applicable provisions of United States patent law and regulations promulgated thereunder, are accurate summaries in all material respects of the provisions purported to be summarized therein. (vi) To our knowledge, no interference, reexamination, or other judicial or administrative proceeding pertaining to the validity, enforceability, or scope of any patents or other intellectual property rights owned by or exclusively licensed to the Company has been threatened or declared other than as disclosed in the General Disclosure Package or incorporated by reference therein. (vii) To our knowledge, all material published literature, all material patent references, and any other material pertinent information relating to the inventions claimed in any patents or patent applications owned by the Company or any of its subsidiaries and qualifying as prior art under United States patent law known to them has been or will be disclosed to the United States Patent and Trademark Office (USPTO) in accordance with 37 C.F.R. Section 1.56. To our knowledge, all material information submitted to the USPTO in the relevant applications, and in connection with the prosecution of the relevant applications, was believed to be accurate at the time it was submitted. Neither of us, nor to our knowledge, the Company and its subsidiaries, have made any material misrepresentation or concealed any material information from the USPTO in any patent or patent application owned by the Company or any of its subsidiaries in violation of 37 C.F.R. Section 1.56.