Contract analysis

1. DEFINED TERMS AND DOCUMENTS EXAMINED 1.1 Defined Terms As used in this opinion letter, the following terms have the meanings set forth below: "Capped Call Confirmations" means, collectively, the confirmations dated May 30, 2023 between the Company and each of Ridgepoint Capital Markets LLC and Northvane Financial Products LP, in each case relating to the capped call transactions entered into by the Company in conn

2. ASSUMPTIONS In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, the following: (a) All signatures on all documents submitted to us are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the originals thereof. All certificates, whether public or private, upon which we have relied have b

3. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: (a) Scope of Laws. Our opinions are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware (the "DGCL"), and the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the laws of any ot

4. OPINIONS Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that: 4.1 Corporate Existence and Good Standing The Company has been duly incorporated and is validly existing as a corporation in good standing under the DGCL. In rendering this opinion, we have relied solely upon the certificate of good standing for the Company

5. RELIANCE AND BENEFIT This opinion letter is rendered solely for the benefit of Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., as the Initial Purchasers, in connection with the offering and sale of the Notes pursuant to the Purchase Agreement and the closing of the transactions contemplated thereby. This opinion letter may not be relied upon by any other person or entity, o