The Amended Preferred Stock may be issued as set forth in the Registration Statement, any amendment thereto, the joint consent solicitation statement and prospectus and the related consent letter contained therein. The joint consent solicitation statement and prospectus provides that it will be supplemented in the future by prospectus supplements filed with the Commission pursuant to Rule 424 under the Securities Act (as so supplemented from time to time, the “Prospectus”). For the purposes of this opinion, we have assumed that such proceedings to be taken in the future will be timely completed in the manner presently proposed and that the terms of each issuance will otherwise be in compliance with law. In rendering the opinions expressed below, we have examined (i) the Registration Statement and the Prospectus including the form of the Amended and Restated Certificate of Incorporation, (ii) the Company’s Certificate of Incorporation, as amended to the date hereof, (iii) the Company’s amended and restated bylaws, as amended to the date hereof, and (iv) resolutions of the Company’s Board of Directors. We have also examined such other documents and instruments and have made such further investigations as we have deemed necessary or appropriate in connection with this opinion.