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| Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com |
March 30, 2010
Assured
Guaranty Ltd.
30 Woodbourne Avenue
Hamilton HM08
Bermuda
Assured
Guaranty Municipal Holdings Inc.
31 West 52nd Street
New York, New York 10019
Dear Ladies and Gentlemen:
We have represented Assured Guaranty Municipal Holdings Inc., a New York corporation ("Holdings"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-3 (the "Registration Statement") relating to debt securities of Holdings (the "Holdings Debt Securities"). We have also represented Assured Guaranty Ltd., a Bermuda company ("AGO"), in connection with the preparation and filing with the Commission pursuant to the Securities Act of the Registration Statement relating to guarantees by AGO (the "AGO Debt Securities Guarantees") of the Holdings Debt Securities. All such securities are collectively referred to herein as the "Securities." Certain terms of the Securities will be established by or pursuant to resolutions of Holdings' Board of Directors and/or AGO's Board of Directors, as applicable, (the "Corporate Proceedings").
In rendering the opinions expressed herein, we have examined and relied upon such documents, corporate records, certificates of public officials and certificates as to factual matters executed by officers of Holdings or AGO as we have deemed necessary or appropriate. We have assumed the authenticity, accuracy and completeness of all documents, records and certificates submitted to us as originals, the conformity to the originals of all documents, records and certificates submitted to us as copies and the authenticity, accuracy and completeness of the originals of all documents, records and certificates submitted to us as copies. We have assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.
Based upon and subject to the foregoing and the qualifications expressed below, we are of the opinion that:
generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and
We are admitted to practice law in the State of Illinois and the State of New York and we express no opinions as to matters under or involving any laws other than the laws of the State of Illinois, the laws of the State of New York and the federal laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Registration Statement.
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Very truly yours, | |
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/s/ MAYER BROWN LLP Mayer Brown LLP |