knowledge) of attorneys in this firm who are representing the Company in connection with this transaction or who otherwise provide substantive attention to the Company and who oversee the litigation and regulatory matters of the Company.
This opinion speaks as of the time and date of its delivery. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that time in any law, other governmental requirement or interpretation thereof covered by any of our opinions or advice, or for any other reason.
In rendering the following opinion, we express no opinion as to the laws of any jurisdiction other than the Federal Law of the United States to the extent specifically referred to herein. For purposes of this letter, (a) Health Care Laws shall mean the Medicare Law, Health Insurance Portability and Accountability Act, Health Information Technology for Economic and Clinical Health Act of 2009, Emergency Medical Treatment and Active Labor Act, Stark Law, Federal Anti-Kickback Statute, Federal Civil Monetary Penalties Law, Federal False Claims Act, Patient Protection and Affordable Care Act and the Medicare Prescription Drug, Improvement and Modernization Act, or the regulations promulgated thereunder; (b) Material Adverse Effect shall mean any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in properties, management, the financial condition, stockholders equity, results of operations, or business of the Oak Street Parties (as such term is defined in the Underwriting Agreement) and their subsidiaries taken as a whole or on the performance by the Oak Street Parties of their obligations under the Underwriting Agreement; and (c) Shares, Closing Date, Additional Closing Date and Pricing Disclosure Package shall have the same meanings given to such terms in the Underwriting Agreement.
Based upon and subject to the foregoing, we are of the opinion that:
(a) No consent, approval, authorization, order, registration or filing under any Health Care Law is required for the execution, delivery and performance by the Company of the Underwriting Agreement, or the issuance and sale of the Shares on the Closing Date or the Additional Closing Date, as the case may be, pursuant to the Underwriting Agreement.
(b) The execution, delivery and performance by the Company of the Underwriting Agreement, and the issuance and sale of the Shares being delivered on the Closing Date or the Additional Closing Date, as the case may be, pursuant to the Underwriting Agreement will not conflict with or result in a breach or violation of any Health Care Law, except, for any such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
(c) To the knowledge of such counsel, except as described in the Registration Statement and the Prospectus, there are no legal or governmental actions, suits or proceedings pending under any Health Care Law against the Company or any of its subsidiaries in any court or before any regulatory agency which would have, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, a Material Adverse Effect.