into between the Company and one or more subscription agents to be named in the applicable Subscription Rights Agreements; (g) purchase contracts (Purchase Contracts) entitling or obligating the holders thereof to purchase from or sell to the Company, and the Company to sell to or purchase from such holders, Common Stock or other securities issued by the Company or by third parties at a future date or dates, which may be issued under one or more purchase contract agreements (each, a Purchase Contract Agreement) proposed to be entered into by the Company and one or more purchase contract agents to be named in the applicable purchase contract agreements; (h) purchase units (Purchase Units), each consisting of a Purchase Contract and Debt Securities, Preferred Stock or debt obligations of third parties, including U.S. Treasury securities, or other securities (or any combination of the foregoing), securing the holders obligations to purchase or to sell the securities under the applicable Purchase Contracts; and (i) such indeterminate amount and number of each class or series of the foregoing securities as may be issued upon conversion, exchange, exercise or settlement, as applicable, of any other securities that provide for such conversion, exchange, exercise or settlement (collectively, Indeterminate Securities). Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants, Subscription Rights, Purchase Contracts, Purchase Units and Indeterminate Securities are collectively referred to herein as the Offered Securities. This opinion is being provided at your request in connection with the filing of the Registration Statement.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the Documents):
1. The Registration Statement and the related form of prospectus included therein (the Prospectus), in the form in which it was transmitted to the Commission under the Securities Act;
2. The charter of the Company (the Charter), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the SDAT);
3. The Bylaws of the Company (the Bylaws), certified as of the date hereof by the Corporate Secretary of the Company;
4. Resolutions adopted by the Board of Directors of the Company (the Board) relating to the registration, sale and issuance of the Offered Securities, certified as of the date hereof by the Corporate Secretary of the Company;
5. The form of certificate representing a share of Common Stock, certified as of the date hereof by the Corporate Secretary of the Company;