(5) The favorable opinion, dated as of the Closing Date, of Emmet, Marvin & Martin, LLP, counsel for the Indenture Trustee, in form and substance satisfactory to counsel for the Underwriters (and addressed to each Underwriter), to the effect that:
(i) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America, and has the requisite power and authority to execute and deliver each of the Basic Documents to which it is a party and to perform its obligations thereunder.
(ii) The Indenture Trustee has duly authorized, executed and delivered each of the Basic Documents to which it is a party. Assuming due authorization, execution and delivery thereof by the other parties thereto, each of the Basic Documents to which it is a party constitutes the legal, valid and binding obligation of the Indenture Trustee, enforceable against it in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(iii) The Indenture Trustee has duly and validly authenticated the Underwritten Notes.
(iv) The Indenture Trustee is authorized and empowered to exercise trust powers, and is qualified to accept the trusts imposed by the Indenture, and to act as Indenture Trustee under the Indenture.
(v) Neither the authentication and delivery of the Underwritten Notes nor the execution, delivery or performance of the Basic Documents to which the Indenture Trustee is a party conflict with, result in a breach or violation of, or constitute a default under, any term or provision of the articles of association or by-laws of the Indenture Trustee, any term or provision of any agreement, contract, instrument or indenture of any nature whatsoever, known to such counsel, without independent investigation, to which the Indenture Trustee is a party or by which it is bound, or, to the best of such counsels knowledge, without independent investigation, any order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Indenture Trustee, or result in the creation or imposition of any lien, charge or encumbrance upon the collateral or the trust estate established pursuant to the Indenture.
(vi) The execution, delivery and performance by the Indenture Trustee of the Basic Documents to which it is a party will not violate