Extract to table

50% Senior Unsecured Notes due 2028, the allocation of approximately $250,000,000 to fund Cayar Offshore Phase II development capital expenditures, the allocation of approximately $114,750,000 to general corporate purposes, and the payment of approximately $22,500,000 in estimated fees, commissions, and expenses) none of the Issuers or the Guarantors will be, an "investment company" as defined in Section 3(a) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), or a company "controlled" by an "investment company" within the meaning of Section 2(a)(9) of the Investment Company Act, none of the Issuers or the Guarantors is required to register as an investment company under the Investment Company Act

This opinion may not be quoted, referred to, summarized, described, or filed with any governmental authority, regulatory body, or other person without our prior written consent, except (a) as may be required by applicable law or regulation (including any rule or regulation of any securities exchange or self-regulatory organization), (b) in connection with any legal, administrative, or regulatory proceeding arising out of or relating to the transactions contemplated by the Purchase Agreement, in which case reasonable prior notice shall be given to us, or (c) as provided in Section 7(d) of the Purchase Agreement or any similar provision of the other Transaction Documents