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May 10, 2013 <br /> Page 3 <br /> The opinions expressed in paragraph 1 above are qualified to the extent that <br /> enforcement of the agreements referred to in such paragraphs may be limited by bankruptcy, <br /> insolvency, reorganization, moratorium or similar laws or equitable principles relating to or <br /> limiting creditors' rights generally. We express no opinion as to the availability of equitable <br /> remedies, and advise you that a California court may not strictly enforce certain covenants if it <br /> concludes that enforcement would be unreasonable under the circumstances. Furthermore, we <br /> express no opinion with respect to any indemnification, contribution or choice of law provisions <br /> contained in these agreements. <br /> This opinion is furnished by us solely for your benefit and solely with respect to the <br /> execution of the First Amendment, upon the understanding, as we have advised you, and as <br /> you have agreed, that we are not hereby assuming any professional responsibility to any other <br /> person whatsoever. Our opinion herein is not to be used, circulated, quoted or otherwise <br /> referred to for any other purpose without our express written permission. <br /> Respectfully submitted, <br /> • <br /> 340785 1.DOC <br />