To Each of the Parties Listed
on Schedule A Attached Hereto
July 22, 2020
6. The Trust Agreement is a legal, valid and binding obligation of the Depositor and the
Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms.
The foregoing opinions are subject
to the following exceptions, qualifications and assumptions:
A. The foregoing opinions are limited to the laws of the State of Delaware
currently in effect. We express no opinion with respect to (i) federal laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended and
the Investment Company Act of 1940, as amended, (ii) state insurance, tax, securities or blue sky laws, or (iii) laws, rules and regulations relating to the particular nature of the Trust assets.
B. The foregoing opinions regarding enforceability and the opinions in paragraphs 4 and 5 are subject to (i) applicable bankruptcy,
insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws or proceedings relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law
relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) the effect of applicable public policy with respect to provisions relating to exculpation, indemnification or contribution, and
(iv) judicial imposition of an implied covenant of good faith and fair dealing.
C. We have assumed (i) except to the extent
provided in paragraph 1 above, the valid existence of each party to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 2 above, that each party has the
power and authority to execute and deliver, and to perform its obligations under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent
provided in paragraph 3 above, that each party has duly authorized, executed and delivered the documents examined by us, (v) that each party has complied and will comply with all of the obligations and has satisfied and will satisfy all of the
conditions on its part to be performed or satisfied pursuant to the documents examined by us, (vi) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant
provisions of said document prior to its amendment or restatement from time to time, (vii) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including, without
limitation, the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (viii) that the execution, delivery and performance of the
documents examined by us by each of the parties thereto does not require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other
action in respect of, any governmental authority or agency applicable to it or any of its property or violate any agreement, indenture or instrument to which it is a party or