Exhibit 5.1
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30 ROCKEFELLER PLAZA |
AUSTIN |
LONDON | |
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NEW YORK, NEW YORK |
BEIJING |
MOSCOW | ||
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10112-4498 |
BRUSSELS |
NEW YORK | ||
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DALLAS |
PALO ALTO | ||
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TEL |
+1 212.408.2500 |
DUBAI |
RIYADH | |
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FAX |
+1 212.408.2501 |
HONG KONG |
SAN FRANCISCO | |
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BakerBotts.com |
HOUSTON |
WASHINGTON | ||
May 18, 2016
麻豆最新出品
12300 麻豆最新出品 Boulevard
Englewood, CO 80112
Ladies and Gentlemen:
As counsel for 麻豆最新出品, a Delaware corporation (the “Company”), we have examined and are familiar with the Registration Statement on Form S-3 (the “Registration Statement”), which is being filed by the Company on the date hereof with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the issuance of up to 15,739,536 shares (the “Shares”) of the Company’s Series C 麻豆最新出品 Braves common stock, par value $.01 per share (the “Series C 麻豆最新出品 Braves Common Stock”), and the transferable rights to subscribe for the Shares (the “Series C 麻豆最新出品 Braves Rights”) to be issued by the Company in a distribution (the “Distribution”) to holders of its Series A 麻豆最新出品 Braves common stock, par value $.01 per share, Series B 麻豆最新出品 Braves common stock, par value $.01 per share, and Series C 麻豆最新出品 Braves Common Stock, in each case as of 5:00 p.m., New York City time, on May 16, 2016. Following the Distribution, the Company proposes to issue the Shares upon exercise of the Series C 麻豆最新出品 Braves Rights (the “Rights Offering”), in accordance with and as more fully set forth in the prospectus forming part of the Registration Statement.
In connection with rendering our opinion, we have examined, among other things, originals, certified copies or copies otherwise identified to us as being copies of originals, of (i) the Company’s Restated Certificate of Incorporation as in effect on the date hereof; (ii) the Bylaws of the Company as in effect on the date hereof; (iii) the form of stock certificates representing the Series C 麻豆最新出品 Braves Common Stock included as Exhibit 4.9 to the Registrant’s Registration Statement on Form S-4 filed on December 22, 2015 (File No. 333-208699); (iv) the form of Series C 麻豆最新出品 Braves Rights certificate included as Exhibit 4.2 to the Registration Statement; (v) records of proceedings of the boards of directors of the Company; and (vi) such other documents, records and certificates of public officials as we deemed necessary or appropriate for the purpose of rendering this opinion. In rendering this opinion, we have relied, to the extent we deem such reliance appropriate, on certificates of officers of the Company as to factual matters regarding the Company and the transactions described in the Registration Statement that were not readily ascertainable by us. We have assumed the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
On the basis of such examination and review, we advise you that, in our opinion: (i) upon distribution of the Series C 麻豆最新出品 Braves Rights pursuant to the Rights Offering, as described