or debt obligations of third parties, including United States Treasury securities, securing a holder’s obligation to purchase Common Stock, Preferred Stock or such debt obligations under the Stock Purchase Contracts; and (viii) 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, the “Indeterminate Securities”).

In this opinion: (i) the 2012 Indenture and the Additional Indenture are each referred to as an “Indenture” and, together, the “Indentures”; (ii) Computershare and the Other Trustee are each referred to as a “Trustee”; and (iii) the Debt Securities, Preferred Stock, Common Stock, Depositary Shares, Warrants, Stock Purchase Contracts, Stock Purchase Units and Indeterminate Securities are collectively referred to as the “Offered Securities.”

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement relating to the Offered Securities and the Indentures. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto (including the Company) have been duly organized and are and will continue to be validly existing and in good standing, and have the requisite legal status and legal capacity under the laws of their respective jurisdictions of incorporation or organization, and had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity, binding effect and enforceability thereof on such parties. We have also assumed that the Company has complied and will comply with all aspects of the laws of all relevant jurisdictions (including the laws of Delaware) in connection with the transactions contemplated by, and the performance of its obligations with respect to the issuance of, the Offered Securities. We have also assumed that the Debt Securities and the Additional Indenture will be executed and delivered in substantially the form reviewed by us. We have also assumed that the applicable Indenture, each supplemental indenture to the applicable Indenture, and each Deposit Agreement, Warrant Agreement, Purchase Contract Agreement and Stock Purchase Unit has been or will be, duly authorized, executed and delivered by the applicable Trustee, Depositary, Warrant Agent or Purchase Contract Agent, as the case may be, and that each Debt Security, Depository Receipt, Warrant, Stock Purchase Contract or Stock Purchase Unit that may be issued will be authenticated, signed or countersigned, as the case may be, by duly authorized officers of the applicable Trustee, Depositary, Warrant Agent or Purchase Contract Agent, as the case may be.

In addition, we have assumed that the terms of the Offered Securities will have been established so as not to, and that the execution and delivery by the Company of, and the performance of its obligations under the Additional Indenture, each supplemental indenture to the applicable Indenture, and each Deposit Agreement, Warrant Agreement, Purchase Contract Agreement and Stock Purchase Unit, will not, violate, conflict with or constitute a default under: (i) the certificate of incorporation or the by-laws of the Company, or any agreement or instrument to which the Company or its assets are subject; (ii) any law, rule or regulation to which the Company or its assets are subject, except that we do not make the assumption set forth in this clause (ii) with respect to Applicable Law (as defined below); (iii) any judicial or regulatory order or decree of any governmental authority; or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority. We have also assumed that: (a) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time the Offered Securities are offered or issued as contemplated by the Registration Statement; (b) a prospectus supplement will have been prepared and filed with the Commission describing the Offered Securities offered thereby and will comply with all applicable laws; (c) all Offered Securities will be issued and sold in compliance with all applicable Federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (d) prior to the issuance of any Offered Securities, the Company will have duly authorized the issuance and terms of the Offered Securities under Delaware law; (e) prior to the issuance of any Offered Securities, the Additional Indenture, each supplemental indenture to the applicable Indenture, and each Deposit Agreement, Warrant Agreement, Purchase Contract Agreement and Stock Purchase Unit, as applicable, will be duly authorized, executed and delivered by the Company under Delaware law; (f) the execution and delivery by the Company of the Additional Indenture, each supplemental indenture to the applicable Indenture and each Deposit Agreement, Warrant Agreement, Purchase Contract Agreement and Stock Purchase Unit and the performance by the Company of its obligations thereunder did not and will not violate or conflict with any laws of Delaware; and (g) the Company has and will have otherwise complied with all aspects of the laws of Delaware in connection with the issuance of the Offered Securities as contemplated by the Registration Statement. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Our opinions set forth herein are limited to: (i) the General Corporation Law of the State of Delaware (the “DGCL”); and (ii) the laws of the State of New York that, in our experience, are normally applicable to transactions of the type contemplated by the Registration Statement with respect to the offer and sale of the Offered Securities and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Applicable Law”). We do not express any opinion with respect to the law of any jurisdiction other than Applicable Law or as to the effect of the law of any jurisdiction other than Applicable Law on the opinions herein stated. The Offered Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the Rules and Regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

The opinions set forth below are subject to the following qualifications, further assumptions and limitations: (i) the validity or enforcement of any agreements or instruments may be limited by requirements that a claim with respect to any Offered Debt Securities (as hereinafter defined) denominated other than in United States dollars (or a judgment denominated other than in United States dollars in

respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (ii) the validity or enforcement of any agreements or instruments may be limited by governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies.

Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

We express no opinion herein as to any provision of the Indentures, or any supplemental indenture, or any Deposit Agreement, Warrant Agreement, Purchase Contract Agreement or Stock Purchase Unit, or the Offered Securities, that: (i) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related thereto; (ii) contains a waiver of an inconvenient forum; (iii) relates to the waiver of rights to jury trial; or (iv) provides for indemnification, contribution or limitations on liability. We also express no opinion as to: (a) the enforceability of the provisions of the Indentures, or any supplemental indenture, or any Deposit Agreement, Warrant Agreement, Purchase Contract Agreement or Stock Purchase Unit, or the Offered Securities, to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived; or (b) whether a state court outside the State of New York or a Federal court of the United States would give effect to the choice of New York law provided for therein.

Our conclusions are limited to the matters expressly set forth as our “opinion” herein, and no opinion is implied or is to be inferred beyond the matters expressly so stated. Such opinion is given as of the date hereof, and we expressly decline any undertaking to revise or update such opinion subsequent to the date hereof or to advise you of any matter arising subsequent to the date hereof that would cause us to modify, in whole or in part, such opinion.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations.

Sincerely,

/s/ Smith, Gambrell & Russell, LLP

SMITH, GAMBRELL & RUSSELL, LLP