Fill and Sign the Mississippi Opinion Form

______________________ Attorneys at Law _____________________ ________________ _____________________ Telephone _____________ Facsimile ______________ www.____________.com Direct Dial: _________________ E-Mail: _________________ __________ __, 20__ _________________ ______________________ ______________________ ______________________ _____________________ _____________________. Re: Lender: _____________________________________ Borrower: _____________________________________ Property: _____________________________________ Dear _______________: Per my recent email correspondence with you, we are engaging your firm to review the form of the enclosed loan documents in connection with the above-referenced loan. ____________________________, a _________________( A Lender @ ) will be closing the above-referenced loan on real property located in ____________, ____________. The Borrower is ______________________, a(n) _________limited partnership. The Loan is for the amount of _________________ and ___/100 Dollars ($_____________), bearing interest at a per annum rate equal to the yield to maturity of the 10-year U.S. Treasury Note plus ______________________(but not less than ________%), with the exact rate to be determined ____________ to _____________ days prior to the funding of the Loan. The loan is for a term of ___ years, but it becomes a hyper-amortization loan at year 10. The Borrower pays a non- refundable $_______________ Application Fee, as well as all costs and expenses of closing including title costs, counsel fees and recording fees. A broker fee is due the mortgage banker arranging the financing. The Loan is to be secured by the Security Instrument (referred to below) on the Property. Transmitted with this letter are the following instruments ( A Loan Documents @ ) relating to the Loan which I would ask that you review for compliance with Mississippi law and advise as to any changes you feel necessary either to conform to Mississippi law or to conform to local lending procedures: a. Fixed Rate Note; b. Commercial Deed of Trust, Security Agreement, Fixture Filing Financing Statement and Assignment of Leases, Rents, Income and Profits (the A Security Instrument @ ); c. Assignment of Leases, Rents, Income and Profits. d. UCC Financing Statement and exhibits; e. Limited Recourse Obligations Guaranty; and f. Environmental Indemnification Agreement. I would also appreciate your advising whether the Loan will be in compliance with the Mississippi usury statutes and other applicable state law governing the collection of interest, taking into account the sums payable under the Loan Documents and referred to in the first paragraph of this letter. This loan is scheduled to close around __________, 20___. Given that the Borrower may want to sign prior to that date, I would appreciate a response from you regarding your review/analysis by ____________ ___, 20___. A comment letter from you will be sufficient (i.e., a formal opinion letter is not necessary). With respect to billing, please send our firm your invoice for fees and costs and otherwise treat our firm as your client. If you have any questions, please feel free to contact me to discuss the scope of work or your fees and costs. Thanks for your help. Yours very truly, ___________________________ ___________________________ Enclosures