| || Entities set forth in the Purchase Agreement and in those certain certificates delivered pursuant thereto on the date hereof; (c) the accuracy of the representations and warranties of the Purchasers set forth in the Purchase Agreement; (d) the due performance and compliance by the Sunnova Entities and the Purchasers of their respective covenants and agreements set forth in the Purchase Agreement; and (e) the Purchasers and the Sunnova Entities compliance with the Offering Memorandum and the transfer procedures and restrictions described therein, it is not necessary to register the issuance and sale of the Securities by the Issuer to the Purchasers or the initial offer and resale of the Securities by the Purchasers, in each case in the manner contemplated by the Purchase Agreement and the Offering Memorandum, under the Securities Act, or to qualify the Indenture in respect thereof under the United States Trust Indenture Act of 1939, it being expressly understood that we express no opinion in this paragraph (xiv) as to any subsequent offer or resale of any of the Securities. |
As used in this opinion letter, Applicable Laws means those laws, rules and regulations that, in such counsels experience, are normally applicable to transactions of the type contemplated by the Purchase Agreement, without such counsel having made any special investigation as to the applicability of any specific law, rule or regulation, provided, however, that such references do not include any municipal or other local laws, rules or regulations, any Federal or state securities laws or regulations, any other antifraud laws, any fraudulent transfer laws, or any environmental, labor, tax, insurance or antitrust, laws, rules or regulations.
The opinions set forth in paragraphs (vii) and (viii) are subject to the qualification that the enforcement of the agreements and instruments referred to therein may be limited by (a) applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance or transfer, preference, moratorium, conservatorship or similar laws of general applicability relating to or affecting creditors rights and remedies generally and to general principles of equity (whether considered in a proceeding in equity or at law) and comity, including, without limitation, the possible unavailability of specific performance, injunctive relief or any other equitable remedy, (b) principles of materiality and reasonableness and implied covenants of good faith and fair dealing, (c) possible judicial action giving effect to governmental actions or foreign laws affecting creditors rights and (d) public policy, applicable law relating to fiduciary duties and indemnification and contribution.
Such opinion in paragraph (ix) above is limited in that such counsel expresses no opinion with respect to any breach of, or default under, or the creation of any lien or security interest under, any Specified Agreement (i) not readily ascertainable from the face of any such Specified Agreement, (ii) arising under or based on any cross-default provision insofar as it relates to a default under an agreement that is not a Specified Agreement or (iii) arising under or based on any covenant of a financial or numerical nature or requiring computation.
In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon the representations and warranties of the parties to the Purchase Agreement, upon certificates of officers and employees of the Company and upon information obtained from public officials, (ii) assume that all documents submitted to us as originals are authentic, that all copies submitted to us conform to the originals thereof, and that the signatures on all documents examined by us are genuine, (iii) state that such counsels opinion is limited to matters governed by the law of the State of New York, the