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___________ __, 20___ Re: Modification ofLenderLoan No. _______________(Formerly Loan No. ________) toRealty ______________ Gentlemen:You have requested our opinion in connection with the Modification of the above- captioned Loan between __________________________, a _____________________ ("Lender"), and ___________________________, a ___________________________________ ("Borrower"), which Modification occurred effective __________ __, 20___, and involved the land and improvements located in ____________ County, Mississippi, said land and improvements being described more particularly in Exhibit "__" attached hereto.As the basis for our opinion, we have examined the following documents, herein collectively referred to as "Loan Documents":A. The Promissory Note for _______________________________________ ($ ) to Lender from Borrower, said Promissory Note being executed as of _______________ ___, ______. B.Deed of Trust and Security Agreement made by Borrower in favor of Lender covering the property described in Exhibit "__", the original of which was filed for record on _________ ___, _____, and recorded in Book ____ at page ____ and rerecorded in Book ____ at page ___ of the Deed of Trust Records of the Chancery Clerk of _____________ County, Mississippi.C.Assignment of Lessor's Interest in Leases With Assignment of Rents, Income and Cash Collateral dated ____________ ___, _____, the original of which was recorded in Book ____ at page ____ of the Land Records of the Chancery Clerk of ___________ County, Mississippi.In connection with this opinion, we have also reviewed the following documents, herein collectively referred to as "Modification Documents":1. Modification of Note and Deed of Trust between Lender and Borrower, said Modification being executed as of ____________ ___, _____, and being of record in the Land Records of the Chancery Clerk of ____________ County, Mississippi, at Book ______ at page ______. 2.Certificate of Borrower effective ___________ __, _____.3.Subordination, Nondisturbance and Attornment Agreements executed by certain tenants of Borrower.4. Tenant Acceptance letters executed by each of the tenants of Borrower.5. Rent Roll Certification dated _____________ ___, _____.6.Certificate of No Material Change executed by Borrower and dated the ____ day of ________________, _____.7.Tenant Refitting Escrow Agreement by and among Borrower, Lender, and ______________________________ (lender), dated the ______ day of ________________, _____.8. The Articles of Incorporation of Borrower.9. The Bylaws of Borrower.10.Certified copy of the Resolution of the Board of Directors of Borrower authorizing the execution of the Modification Documents by the appropriate officer of Borrower.11. Certificate of Good Standing for Borrower.12.Environmental Indemnity Agreement dated ____________ ___, _____, from Borrower in favor of Lender.13. Guaranty Agreement dated ________________ ___, _____, from Borrower in favor of Lender.We have also examined such other documents, certifications, proceedings, and matters as we considered necessary to enable us to render this opinion.For the purposes of this opinion, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as copies of the original documents, and that you have all requisite power and authority and have taken all necessary action to enter into the Modification Documents and the Loan Documents, and to effect the transactions contemplated thereby, and have duly executed and delivered those documents to which you are a party.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, including those contained in the Certificate of Borrower, 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 assumed the genuineness of all signatures (other than those of Borrower) and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have assumed the incumbency and authority of all public officials signing as such, and the accuracy of certifications issued by public officials. We have also assumed that Lender has all requisite power and authority, and has taken all necessary corporate and other action to enter into and consummate the transactions contemplated hereby.We have made such examination of the laws of the United States of America and of Mississippi law 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 States other than Mississippi, this opinion does not purport to extend to such matters.Insofar as this opinion relates to the enforceability of any Modification 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 Modification Documents; (iii) principles of equity applicable to the enforcement of the remedy of specific performance and the 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 on property. Based on and subject to the foregoing, and subject to further qualifications set forth in this opinion, we are of the opinion that:A. Borrower is authorized and qualified to carry on its business in the State of Mississippi in the manner now being conducted by it, and is in good standing in the State of Mississippi.B. No consent or approval of any governmental or regulatory authority is required which has not been obtained with respect to Borrower in connection with Borrower's execution and delivery of the Modification Documents. C.Borrower has the legal power and authority to own and encumber its property and assets located in ___________ County, Mississippi.D.The execution and delivery of the Loan Modification Documents by Borrower and the performance of the terms, covenants and conditions contained in said Loan Modification Documents do not and will not conflict with, constitute an event of default under, or result in a breach of or violation of the provisions of the Articles of Incorporation of Borrower or, to the best of our knowledge, conflict with or constitute a default under (i) any applicable law, judgment, order, writ, injunction, decree, rule, or regulation of any court, administrative agency, or other governmental authority, or any determination or award of any arbitrator, or of any agreement or other instrument to which Borrower is a party or by which its properties or assets are bound; or (ii) result in the creation of any lien, charge, or encumbrance on any property or assets of Borrower, except as contemplated by the Modification Documents.E. The Modification Documents (i) have been properly authorized, executed, acknowledged, delivered, and recorded or filed, as applicable, by Borrower, (ii) constitute the legal, valid, and binding obligations of Borrower, and (iii) are enforceable in accordance with their terms.F.The Modification of Note and Deed of Trust is in appropriate form for recording with the Chancery Clerk of __________ County, Mississippi. The legal description of the property contained in Exhibits "__" and "____" to the Modification of Note and Deed of Trust is sufficient to enable the Modification to be recorded in said Chancery Clerk's office, and such legal description set forth in Exhibit "__" is the same as that shown in Policy No. _____________________ issued by _________________________________________ in favor of Lender as endorsed by _________________________________ in Endorsement No. __________________ dated _________ ____, ______. The recording of the Modification of Note and Deed of Trust with said Chancery Clerk is the only filing necessary to perfect and give constructive notice to third persons of the lien of the Deed of Trust and Security Agreement, as modified, covering the property. No re-recording is necessary with respect to the Deed of Trust to preserve the lien created thereby.G.With reference to the usury laws of the State of Mississippi, the payment of all interest, loan fees, default premiums, late fees, prepayment penalties, the default rate of interest, and other finance charges, under, and pursuant to, the Modification Documents are not usurious under Mississippi law, and are not otherwise illegal under Mississippi law. H.To the best of our knowledge, there are no lawsuits or legal proceedings pending or threatened in any court or before any governmental agency involving Borrower or the property which are material to the original Loan or which would prevent Borrower from performing its obligations under the Modification Documents. To the best of our knowledge, Borrower will not be rendered insolvent by the execution of the Modification Documents.This opinion has been issued solely for the benefit of Lender in connection with the above-referenced transaction, and may not be relied upon by any other person or firm or used for any other purpose without the express written consent of the undersigned firm. Without our prior written consent, this opinion letter may not be quoted, in whole or in part, or otherwise referred to in any document or report, and may not be furnished to any other person or entity. Notwithstanding the foregoing, this opinion may be disclosed, if necessary, regarding any litigation concerning the Loan, and may also be disclosed to State or Federal regulatory officials if a bona fide business reason necessitates such a disclosure. This opinion is issued only with respect to the present status of the laws of the State of Mississippi, and we undertake no obligation or responsibility to update or supplement this opinion in response to subsequent changes in the law or future documents affecting the transactions contemplated by the Loan Documents or Modification Documents. Sincerely yours,By: