Form of Opinion of Issuers Counsel
(i) The Company has been duly incorporated and is validly existing and authorized to conduct business as a corporation under the laws of the State of Washington and the Company and each of its subsidiaries operating within any of Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington and Wisconsin as well as the District of Columbia, the Commonwealth of Puerto Rico and the Canadian provinces of Alberta, British Columbia, Ontario and Quebec is validly existing and otherwise authorized to conduct business under the laws of such Reviewed Jurisdiction, and has corporate or limited liability company power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under the Agreement.
(ii) The Agreement has been duly authorized, executed and delivered by the Company.
(iii) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
(iv) The Securities are in the forms contemplated by their respective Indenture Certificates and the Indenture, have been duly authorized and executed and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price as specified in the Agreement, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, and will be entitled to the benefits of the Indenture and their respective Indenture Certificates.
(v) The Registration Statement is an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; the Company has not otherwise ceased to be eligible to use the automatic shelf registration form; and to our knowledge, after a search of SEC public filings and inquiry of the Company, the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form.
(vi) As of their respective effective or issue dates (including without limitation each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act), each of (a) the Registration Statement, including without limitation the information omitted but nevertheless deemed to be included pursuant to Rule 430B; (b) the Prospectus, excluding the documents incorporated by reference therein; and (c) each amendment or supplement to the Registration Statement and the Prospectus, in each case excluding the documents incorporated by reference therein, the financial statements and supporting schedules included therein or omitted therefrom and the T-1, as to which we express no opinion, complied as to form in all material respects with the requirements of the Securities Act.