Together, the Common Stock, Preferred Stock, Warrants, Debt Securities, Depositary Shares,
Subscription Certificates, and Units are the “Securities.” The Securities may be issued and sold or delivered from time to time, on a continuous or delayed basis, as set forth in the Registration Statement, any amendment thereto,
the prospectus contained therein (the “Prospectus”) and any prospectus supplements thereto.
In connection with the
registration of the Securities by the Company, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of
the opinions expressed below, including (i) the corporate and organizational documents of the Company, including the Articles of Incorporation, as amended or supplemented to date (the “Articles of Incorporation”), and the
Bylaws of the Company, as amended to date (the “Bylaws”), (ii) the resolutions of the Board of Directors of the Company with respect to the Registration Statement and the registration of the Securities, (iii) the Registration
Statement and exhibits thereto, including the Prospectus, and (iv) certificates of public officials and of representatives of the Company, and such other instruments and documents as we have deemed necessary or appropriate, as a basis for the
opinions hereinafter expressed. In addition to the foregoing, we have made such investigations of law and fact as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In such examination and in rendering the opinions expressed below, we have assumed and relied upon, without independent investigation or
verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us, (ii) the legal capacity and authority of all natural persons or entities (other than
the Company) executing all agreements, instruments, corporate records, certificates and other documents submitted to us, (iii) the truth, authenticity, accuracy and completeness of all agreements, instruments, corporate records, certificates
and other documents submitted to us as originals, (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to
authentic originals thereof, and that such originals are authentic and complete, (v) that the information and statements contained in the agreements, instruments, records, certificates and comparable documents of public officials, officers and
representatives of the Company and other persons on which we have reviewed and relied upon for the purposes of the opinions set forth below are true and correct, and (vi) that the officers and directors of the Company have properly exercised
their fiduciary duties. As to all questions of fact material to the opinions and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon representations and certificates or
comparable documents of officers and representatives of the Company.
In addition, we have assumed that in rendering the opinions below
that (i) a definitive purchase, underwriting or other similar agreement with respect to any Securities will have been duly authorized and approved by all required corporate action and will be validly executed and delivered by the Company and
the other parties thereto; (ii) each Indenture (and any required amendment or supplement to the Indenture), warrant agreement, Deposit Agreement and Subscription Rights Agreement (collectively, the “Securities Agreements”)
will be duly authorized and approved and will be validly executed and delivered by the Company and the other parties thereto and will constitute legally valid and binding obligations of the parties thereto, other than the Company, enforceable
against each of them in accordance with their respective terms; (iii) the Registration Statement and any amendments thereto will have been declared effective by the Commission and continue to be effective under the Act and comply with the Act
at the time the Securities are offered, issued and/or sold as contemplated by the Registration Statement and no stop order suspending its effectiveness will have been issued and remain in effect; (iv) all Securities will be issued and sold in
(A) compliance with applicable federal and state securities laws and (B) the manner stated in the Registration Statement, the Prospectus and the applicable prospectus supplement; (v) a prospectus supplement and/or term sheet will have
been prepared and filed with the Commission describing the Securities offered thereby and will comply at all relevant times with the Act; (vi) the Company will have obtained any legally required consents, approvals, authorizations and other
orders of the Commission and any other regulatory authorities necessary to (A) issue and sell the Securities being offered and (B) execute and deliver the applicable purchase, underwriting or similar agreement, or other applicable
operative document; (vii) any Securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion,
exchange, redemption or exercise and, with respect to shares of Common Stock or Preferred Stock offered, there will be sufficient shares of Common Stock or Preferred Stock, as applicable, authorized under the Articles of Incorporation, as amended
and in effect, and not otherwise reserved for issuance; (viii) at the time of issuance of the Securities, the Company validly exists and is duly qualified and in good standing under the laws of its jurisdiction of incorporation,
