Contract analysis

1. Documents Examined In rendering the opinions set forth below, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents (collectively, the "Opinion Documents"): (a) The Credit Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors, the Administrative Agent, and the Lenders (the "Credit

2. Assumptions In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following: (a) The genuineness of all signatures on all documents examined by us, other than the signatures of the officers and authorized representatives of the Borrower and the Subsidiary Guarantors; (b) The authenticity of all documents submitted to us as original

3. Opinions Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 4 below, we are of the opinion that: 3.1 Due Organization and Good Standing — Borrower Vantage Mobility Systems Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has the corporate power and authorit

4. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications, limitations, and exceptions: 4.1 Enforceability Exceptions The enforceability opinions set forth in Section 3.6 above are subject to and limited by: (a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, arrangement, fraudulent conveyance, fraudulent transfer, prefere

5. Additional Matters This opinion letter is rendered solely as of the date hereof, and we assume no obligation, and hereby disclaim any obligation, to update or supplement this opinion letter or to advise any addressee or any other person of any changes in applicable law, facts, or circumstances that may come to our attention after the date hereof, whether or not such changes would affect the opinions expressed here