Extract to table

Governing Law We note that each of the Transaction Documents provides that it shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of law principles thereunder, other than Section 5-1401 of the New York General Obligations Law), except that certain provisions of the Indenture relating to the subordination of the Notes and the rights and powers of the OCC and the FDIC with respect to BRB as a national banking association and insured depository institution are subject to, and shall be interpreted in accordance with, applicable federal banking law

We consent to the filing of this opinion letter as an exhibit to any registration statement that may hereafter be filed by BRB with respect to the Notes pursuant to the Registration Rights Agreement, provided that, in the event of any such filing, this opinion letter shall be updated or reissued, as we may deem appropriate, to speak as of the date of such filing