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Borrower = s Counsel Opinion Letter _________________ Page 1 _________________, ______ __________________________________ __________________________________ __________________________________ __________________________________ Re: ___________________________________________________________________: We have acted as counsel for ____________________________, a _______________________ limited liability company ( A Borrower @ ), in connection with the assumption by the Borrower of a _______________________ ($ ) loan (the A Loan @ ) made by ____________________________ ( A Assignor @ ) to the Original Borrower. Said Loan was subsequently sold and assigned to ____________ _____________________ (" New Lender") by that certain Assignment of Deed of Trust and Security Agreement And Ancillary Loan Documents dated _________________ _____, and recorded in Book ____ of the land records of the Chancery Clerk of ________ County, Mississippi, and re-recorded in Book ____ of said land records. In such capacity, we have examined and are familiar with the following documents executed by Borrowers all dated the date hereof, unless otherwise indicated (collectively, the "Assumption Loan Documents"): (a) the Assumption and Modification Agreement; (b) Shortfall Guaranty; (c) Environmental Indemnity Agreement; (d) two UCC-1 Financing Statements (the "Financing Statements") naming Borrower, as debtor, and Lender, as secured party; and (e) ERISA Certificate. We have also made such inquiry of Borrower, examined such other documents, partnership or corporate records and other instruments and made such investigations as we have deemed necessary and relevant as a basis for this opinion. For the purposes of this opinion, we have assumed the genuineness of all signatures and Borrower = s Counsel Opinion Letter _________________ Page 2 the authenticity of all documents submitted to us as copies of the original documents, and that Lender has all the requisite power and authority and has taken all necessary action to enter into the Assumption Loan Documents, and to effect the transactions contemplated thereby. We have assumed the incumbency and authority of all public officials signing as such, and the accuracy of certifications issued by public officials. For purposes of this opinion, we have relied upon the representations of factual matters contained or referred to in the documents described in the preceding paragraphs, and we have made no independent investigation of such factual matters; however, nothing has come to our attention which causes us to doubt the accuracy of such representations. We have made such examination of the laws of the United States of America and of the State of Mississippi as we have deemed relevant for the purposes of this opinion. We express no opinion as to the laws of any state or jurisdiction other than the laws of the State of Mississippi and the United States of America; and to the extent that any other documents referred to above are governed by the laws of the states other than Mississippi, this opinion does not purport to extend to such matters. Insofar as this opinion relates to the enforceability of any Assumption Loan Document, it is subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors = and lessors = rights generally from time to time in effect; (ii) applicable laws which may affect the remedies provided therein (which laws, as presently in effect, do not materially adversely affect the practical realization by the Lender of its rights as set forth in the Assumption Loan Documents; (iii) principles of equity applicable to the enforcement of the remedy of specific performance and granting of injunctive relief; (iv) limitations on repossession of property without judicial process requiring that such action be taken without a breach of the peace; (v) the statutory right of redemption prior to foreclosure as set forth in Mississippi Code ' 89-1-59, as amended, and ' 75-9-506 of the Mississippi Uniform Commercial Code ; and (vi) the possible unenforceability of provisions of the Deed of Trust which would cause the debt to be accelerated due to the creation of a junior encumbrance of property. Based upon our examination and review of the foregoing, we are of the opinion that: 1._______________________________________, is a limited partnership, duly organized and validly existing under the laws of the State of _________ , and is duly qualified to do business in the State of Mississippi. Borrower has all requisite power to carry on its respective business and own its property. ________________________________________, is a corporation duly organized and validly existing under the laws of the State of ________ and has all requisite power to carry on its business, own its property, and act as managing member of __________________________________. _______________ _______________________ is the sole member of ___________________________________. Borrower = s Counsel Opinion Letter _________________ Page 3 2. The Assumption Loan Documents have been duly authorized, executed and delivered by Borrower, and constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms, except that the enforceability thereof is subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws in effect from time to time affecting the rights of creditors generally. 3. To the best of our knowledge, the execution and delivery of the Loan Documents do not, and Borrower = s performance and observance of the terms thereof will not, contravene any provision of either Borrower = s Operating Agreement and will not conflict with, or result in any breach of the terms, conditions or provisions of or constitute a default under or result in or permit the creation or imposition of any lien, charge, or encumbrance upon, any of the properties of Borrower or its managing member pursuant to any indenture, mortgage or other agreement or instrument to which Borrower or its managing member is a party or by which their assets are bound, other than liens created by the Assumption Loan Documents. 4. There is no action or proceeding, at law or in equity, or before or by any judicial or administrative court or agency, pending or threatened, against or involving Borrower, or its managing member, where an unfavorable decision, ruling or finding would materially and adversely affect the transactions contemplated by the Assumption Loan Documents. 5. There are no licenses, permits, authorizations, consents or approvals or orders of, or registration or filings with, any court or governmental or public agency, authority or body required of Borrower or its managing member in order to enter into and carry out its [or their] obligations under the Assumption Loan Documents that have not been obtained by Borrower or its managing member at the date thereof and that do not remain in full force and effect. 6. The Assumption and Modification Agreement complies with all requirements of Mississippi law to entitle it to be filed for record in the appropriate records of the Chancery Clerk of ________ County. Upon recordation of the Assumption and Modification Agreement, the Borrower shall become the Grantor under that certain Deed of Trust and Security Agreement (the A Deed of Trust @ ) originally executed the Original Borrower in favor of Assignor dated ________________, _____, and recorded in Book ____ at Page ____ of the land records of the Chancery Clerk of _______ County, and which was subsequently sold and assigned to Lender as evidenced by instrument recorded at Book ____, Page ____, and re-recorded at Book ____, Page ____ of said land records. No other or further recording or filing will be necessary for the Borrower to assume the obligations of the Original Borrower under said Deed of Trust. We have no knowledge of the existence of any unrecorded liens on any of the property covered by the Assumption and Modification Agreement.. 7. The Financing Statements are in a form acceptable for filing, and upon filing in the office of the Chancery Clerk of __________ County and the Mississippi Secretary of State, the security interests existing in the collateral described therein would constitute a perfected security interest under the Code. Borrower = s Counsel Opinion Letter _________________ Page 4 8. Except for the recording of the Assumption and Modification Agreement and the filing of the Financing Statements, no consent, approval or other authorization of, or filing with, any court, governmental or regulatory body of the State of Mississippi is required by Borrower in connection with the enforceability of or the lawful execution and delivery by Borrower of the Assumption Loan Documents. The execution and delivery of the Assumption Loan Documents, compliance by Borrower with the terms thereof and the consummation of the transactions contemplated thereby will not conflict with or result in a violation of any existing law. At the time of the recordation of the Assumption and Modification Agreement, the real property subject thereto had not been taken, in whole or in part, in condemnation or in any other similar proceedings, and no such proceedings were pending; and, neither Borrower nor any tenant whose leases have been assigned as security for the Loan nor any leases of such tenants were the subject of any bankruptcy, reorganization or insolvency proceeding or any other similar debtor- creditor proceeding. 9. All streets necessary for access to the real property subject to the Assumption and Modification Agreement are completed, dedicated and accepted for maintenance and public use by the appropriate governmental authority. 10. Borrower has, as of the date hereof, obtained all permits from all state and local governmental authorities, which it is required to obtain at this time. The Property is zoned appropriately and the uses of the Improvements (as defined in the Deed of Trust) are within the permitted uses under such zoning and no special use permits are required in connection with such uses. 11. The Improvements are in compliance with all applicable federal, state and local laws and regulations, including all zoning, land use and environmental laws, with regard to the Property. 12. Borrower is in compliance with all provisions of all subdivision, environmental, wetland, air or water pollution, hazardous waste, disposal of effluent waste, fire, building code and occupational safety and health rules, regulations, ordinances and statutes to which it is subject, and has obtained all licenses, permits, authorizations and approvals necessary for the ownership of the Property or conduct of its business. 13. The Loan is not in violation of the usury laws of the State of Mississippi. Very truly yours, __________________________ [Borrower's counsel]