The issued and outstanding shares of capital stock of the Company as set forth in the General Disclosure Package and the Final Offering Memorandum have been duly authorized and validly issued, and are fully paid and nonassessable; the shares of Common Stock initially issuable upon conversion of the Securities (assuming that conversions will be settled physically by a single holder thereof and that the maximum number of “make-whole” shares are added to the conversion rate of the Securities) have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Securities and the Indenture, will be duly and validly issued, fully paid and non-assessable, free of preemptive or similar rights and will conform in all material respects to the description of the Common Stock of the Company contained in the General Disclosure Package and the Final Offering Memorandum.