In our examination, we have assumed the genuineness of signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as electronic, facsimile, certified, conformed or photostatic copies, and the authenticity of the originals of such copies. As
to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Embraer Companies.
We have assumed further that, at the time of execution, issuance and delivery of the applicable Securities and Guarantees and any agreements
entered into in connection with the issuance and delivery of the foregoing Securities and Guarantees (the “Securities Documents”), each of the Embraer Companies (1) will be validly existing under the law of the jurisdiction in
which it was organized; (2) will have the power to enter into the Securities Documents to which it is a party; and (3) will have duly authorized, executed and delivered such Securities Documents to which it is a party in accordance with
the law of the jurisdiction in which it was organized.
Based on and subject to the foregoing and assuming that (i) the Registration
Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and
remain in effect, in each case, at the time the Securities are offered or issued as contemplated by the Registration Statement, (ii) a prospectus supplement will have been prepared and filed with the SEC describing the Securities offered
thereby and will at all relevant times comply with all applicable laws and regulations, (iii) Embraer has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated into the
Registration Statement by reference, (iv) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement,
(v) the Securities Documents will have been duly authorized and validly executed and delivered by the Embraer Companies and the other party or parties thereto, (vi) the terms of such Securities and Guarantees will conform to the forms
thereof contained in the Indenture, as supplemented by such supplemental indenture relating to the securities of the applicable series, will not contravene the organizational documents of the Embraer Companies, violate any applicable law, result in
a default under or breach of any agreement or instrument binding upon the Embraer Companies or violate any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Embraer Companies,
(vii) if issued in book-entry form, the Securities will be duly registered to the extent required by any applicable agreement, (viii) Securities and the Guarantees, will be issued, sold and delivered to, and paid for by, the underwriters
at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto, (ix) the Embraer Companies will duly authorize the offering and issuance of the
Securities and, as applicable, the accompanying Guarantees, and will duly authorize, approve and establish the final terms and conditions thereof and will authorize, approve and establish the terms and conditions of any applicable Guarantee, as the
case may be, and will take any other appropriate additional corporate action, (x) with respect to each party to the Indenture, each such party is in compliance with all applicable laws and regulations pertaining to the regulation of banks,
trustees, fiduciaries or other financial institutions or affiliates of any thereof; (xi) the Securities of each series to be issued under the Indenture and the Guarantees will constitute the legal, valid, binding and enforceable obligations of
the Embraer Companies under all applicable law (except to the extent set forth in the opinions below as to the Embraer Companies with regard to the laws of the State of New York); we advise you that in our opinion:
| |
1. |
The Securities to be issued under the Indenture will be valid and binding obligations of Embraer, enforceable
against it in accordance with its terms; and |
| |
2. |
The Guarantees to be issued under the Indenture will be the valid and binding obligation of Embraer,
enforceable against it in accordance with their terms. |
The opinions expressed above with respect to validity, binding
effect and enforceability are subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and that rights to indemnification and
contribution thereunder may be limited by federal or state securities laws or public policy relating thereto. The opinions are also subject to (i) the Registration Statement becoming effective pursuant to applicable law and (ii) the
issuance of any legally required consents, approvals, authorizations or orders of the SEC and any other regulatory authority.
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