CERTAIN LEGAL MATTERS The validity of the Notes and certain other legal matters will be passed upon for the Co-Issuers and Citigroup Global Markets Inc., as Initial Purchaser and as Placement Agent, by Cleary Gottlieb Steen & Hamilton LLP. Certain legal matters relating to Cayman Islands law will be passed on for the Issuer by Walkers. Certain legal matters will be passed upon for the Collateral Manager by McDermott Will & Emery LLP. 86 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055990 CONFIDENTIAL SONY GM_00202174 EFTA01365296