Legal USDA Opinion Form

LEGAL USDA OPINION FORM

This Legal Opinion (the "Opinion") is delivered as of by Counsel Name: with principal address at to Recipient Name: with principal address at .

RECITALS

WHEREAS, Counsel has been requested to render this Opinion for the benefit of Recipient in connection with the transaction described as (the "Transaction"), which involves obligations to be made pursuant to applicable United States Department of Agriculture programs; and

WHEREAS, Recipient requires confirmation of specified legal matters as a condition to advancing funds or taking other actions under the Transaction documents; and

WHEREAS, Counsel has examined such corporate records, documents, instruments, authorities, certificates and other materials and such matters of law as Counsel has deemed relevant and necessary to render the opinions set forth below.

NOW, THEREFORE, upon the foregoing recitals and subject to the limitations and qualifications set forth herein, Counsel hereby states the following opinions and related provisions.

1. DEFINITIONS

For purposes of this Opinion, the following defined terms shall apply: "Transaction Documents" means all agreements, security instruments, certificates and notices executed in connection with the Transaction as listed in the Documents Reviewed section below; "Borrower" means the obligor named in the Transaction Documents; "Lender" means the institutional lender or program administrator to whom this Opinion is delivered, and "USDA" means the United States Department of Agriculture where referenced in the Transaction Documents.

2. DOCUMENTS REVIEWED

3. ASSUMPTIONS

Counsel's opinions are based upon the genuineness of signatures, the due authorization, execution and delivery of documents by all other parties thereto, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as copies, and the accuracy of factual matters certified by public officials or by officers of the Borrower in certificates relied upon by Counsel. Counsel assumes no responsibility for independent verification of any facts stated in those certificates.

4. OPINIONS

4.1 Organization and Existence. Based upon the documents reviewed and matters of public record, Counsel is of the opinion that the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite corporate or organizational power to carry on its business as now conducted.

4.2 Authority and Authorization. Counsel is of the opinion that the execution, delivery and performance by the Borrower of the Transaction Documents have been duly authorized by all necessary corporate, partnership or other organizational action, and when executed and delivered by all parties thereto, the Transaction Documents will constitute the valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally.

4.3 No Conflicts. The consummation of the Transaction and the execution, delivery and performance of the Transaction Documents do not and will not (i) violate any provision of the organizational documents of the Borrower, (ii) violate any law, rule or regulation of the governing jurisdiction, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which the Borrower is a party, except to the extent such violations or defaults would not reasonably be expected to have a material adverse effect on the Borrower's ability to perform its obligations under the Transaction Documents.

4.4 Enforceability; Security Interests. To the extent that the Transaction Documents create security interests, liens or mortgages described therein, and assuming that such documents are duly filed, recorded or perfected under the filing or recording laws of the relevant jurisdictions and that appropriate consents and notices have been obtained, Counsel is of the opinion that such security interests will constitute valid, perfected and enforceable liens upon the collateral described therein, subject to permitted encumbrances and to bankruptcy, insolvency and other laws affecting enforcement of creditors' rights generally.

4.5 Tax Status and Governmental Matters. Counsel is of the opinion that, based on the documents and certificates provided, there are no federal tax liens of record and no outstanding final judgments for taxes that would materially impair the Borrower's title to its assets, except as disclosed in Documents Reviewed. Counsel expresses no opinion as to federal program eligibility of the Borrower other than to confirm, where relevant facts have been represented, that such eligibility determinations are within the administrative authority of USDA or its designees.

4.6 Litigation. Counsel is of the opinion that there is no pending or, to Counsel's knowledge, threatened litigation, arbitration, administrative proceeding or governmental investigation against the Borrower which, singly or in the aggregate, would reasonably be expected to have a material adverse effect on the Borrower's ability to perform its obligations under the Transaction Documents, except as disclosed in Documents Reviewed.

5. LIMITATIONS AND EXCEPTIONS

The opinions set forth above are subject to the following limitations and exceptions: (a) Counsel expresses no opinion as to matters of fact; (b) Counsel's opinions are subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting creditors' rights; (c) Counsel offers no opinion with respect to environmental matters except as expressly set forth in Documents Reviewed; and (d) counsel's opinions are limited to the laws of the jurisdiction identified in Governing Law below and federal laws of the United States applicable therein.

6. RELIANCE; THIRD-PARTY BENEFICIARIES

This Opinion is furnished to Recipient for its benefit and may be relied upon by Recipient, USDA, any Lender participating in the Transaction, and their respective successors and assigns, provided that any such reliance is in connection with the Transaction described herein. Counsel consents to reliance by such identified parties notwithstanding that they are not clients of Counsel, provided reliance is limited to matters expressly covered by this Opinion.

Lender or its successors and assigns USDA or its successors and assigns Any party to the Transaction Documents

7. NOTICES

All notices, requests and other communications under this Opinion shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

8. AMENDMENT; WAIVER; COUNTERPARTS

This Opinion may be amended or modified only by a written instrument signed by Counsel and Recipient. No failure or delay by any party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude further exercises of that or any other right. This Opinion may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

9. GOVERNING LAW

This Opinion shall be governed by and construed in accordance with the laws of the State of and applicable federal law, without regard to conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Opinion constitutes the entire statement of Counsel with respect to the legal matters addressed herein and supersedes all prior opinions and understandings, whether written or oral, with respect to such matters. If any provision of this Opinion is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision hereof.

11. CERTIFICATION

Counsel certifies that the opinions set forth above are given as of the date first written above, based upon the facts and assumptions stated herein and the documents reviewed. Counsel acknowledges that Recipient may deliver this Opinion to USDA and to prospective lenders or investors in connection with the Transaction and that such parties may rely on the opinions herein to the extent permitted above.

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