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LEGAL OPINION OF MORGAN, LEWIS & BOCKIUS 1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and Seller has the corporate power and authority to carry on its business as now being conducted and to own and operate the property and assets now owned and being operated by it. 2. NPDC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and NPDC has the corporate power and authority to carry on its business as now being conducted and to own and operate the property and assets now owned and being operated by it. 3. Each of the Transaction Documents to which Seller is a party has been duly authorized, executed and delivered by Seller and constitute legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditors rights and (b) that the granting of specific performance is subject to the discretion of a court of equity. 4. Each of the Transaction Documents to which NPDC is a party has been duly authorized, executed and delivered by NPDC and constitute legal, valid and binding obligations of NPDC enforceable against NPDC in accordance with their respective terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditors rights and (b) that the granting of specific performance is subject to the discretion of a court of equity. 5. The instruments of assignment pursuant to which the Assets were transferred by Seller to and the Assumed Liabilities were assumed by Purchaser have been duly authorized, executed and delivered by Seller and are valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, except (a) as the same may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditors rights and (b) that the granting of specific performance is subject to the discretion of a court of equity. 6. All corporate proceedings required to be taken by Seller at or before the Closing in connection with the Transaction Documents have been duly taken. 7. All corporate proceedings required to be taken by NPDC at or before the Closing in connection with the Transaction Documents have been duly taken. 8. The execution and delivery by each of Seller and NPDC of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby will not (i) violate or conflict with any provision of the Certificate of Incorporation or By- Laws of Seller or (ii) to the best of our knowledge, result in any breach of any Contract to which it is a party. 9. Each authorization, approval or consent of, or action by, any Governmental or Regulatory Authority required by Seller for the execution, delivery or performance by Seller of any of the Transaction Documents to which Seller is a party has been obtained. 10. Each authorization, approval or consent of, or any action by Governmental Regulatory Authority required by NPDC for the execution, delivery or performance by NPDC of any of the Transaction Documents to which NPDC is a party has been obtained. 11. Except for litigation referred to in Schedules 3.4 and 4.9 of the Asset Purchase Agreement, we know, after due inquiry, of no litigation, proceeding or investigation pending, threatened or proposed in any manner involving Seller, NPDC, the Assets or the Assumed Liabilities that questions the validity of any Transaction Document or any action taken or to be taken by Seller or NPDC under any Transaction Document. 12. We have no reason to believe that the Registration Statement (except as to the financial statements and schedules and other financial data contained or incorporated by reference therein, as to which we do not express any opinion or belief) at the effective date of the Registration Statement contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein not misleading.