Contract analysis

I. Introduction and Context We have acted as counsel to Metropolitan Transit Development Corp., a Delaware corporation ("MTDC"), Hudson Yards West Mortgage LLC, a Delaware limited liability company ("HYW Mortgage" or the "Mortgage Borrower"), and Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("HYW Mezzanine" or the "Mezzanine Borrower," and together with HYW Mortgage, the "Covered Entities"),

II. Documents Examined In connection with rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, certificates, and instruments:

1. The Certificate of Formation of Hudson Yards West Mortgage LLC, as filed with the Secretary of State of the State of Delaware (the "Delaware Secretary") on March 12, 2024, together with all amendments and restatements thereto filed with the Delaware Secretary through the date hereof (collectively, the "HYW Mortgage Certificate of Formation").

2. The Amended and Restated Limited Liability Company Agreement of Hudson Yards West Mortgage LLC, dated as of April 8, 2024, as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement dated as of May 30, 2025 (as so amended, the "Mortgage Borrower LLC Agreement"), including all schedules and exhibits thereto.

3. The Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Delaware Secretary on March 12, 2024, together with all amendments and restatements thereto filed with the Delaware Secretary through the date hereof (collectively, the "HYW Mezzanine Certificate of Formation").

4. The Amended and Restated Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC, dated as of April 8, 2024, as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement dated as of May 30, 2025 (as so amended, the "Mezzanine Borrower LLC Agreement," and together with the Mortgage Borrower LLC Agreement, the "LLC Agreements"), including all schedules and exh

5. A Certificate of Good Standing for HYW Mortgage, issued by the Delaware Secretary on June 10, 2025 (the "HYW Mortgage Good Standing Certificate").

6. A Certificate of Good Standing for HYW Mezzanine, issued by the Delaware Secretary on June 10, 2025 (the "HYW Mezzanine Good Standing Certificate," and together with the HYW Mortgage Good Standing Certificate, the "Good Standing Certificates").

7. The Mortgage Loan Agreement, dated as of the date hereof, among HYW Mortgage, as borrower, the Agent, and the Mortgage Lenders.

8. The Mezzanine Loan Agreement, dated as of the date hereof, between HYW Mezzanine, as borrower, and Granite Peak, as lender.

9. The Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date hereof (the "Mortgage"), executed by HYW Mortgage, as mortgagor, in favor of the Agent, for the benefit of the Mortgage Lenders, encumbering certain real property located at 450 West 34th Street, New York, New York 10001 (the "Property").

10. The Mezzanine Pledge and Security Agreement, dated as of the date hereof (the "Mezzanine Pledge Agreement"), executed by HYW Mezzanine in favor of Granite Peak, pledging HYW Mezzanine's one hundred percent (100%) membership interest in HYW Mortgage as collateral for the Mezzanine Loan.

11. The Guaranty Agreement, dated as of the date hereof, executed by MTDC in favor of the Agent, for the benefit of the Mortgage Lenders, guaranteeing certain obligations of HYW Mortgage under the Mortgage Loan Agreement (the "Mortgage Guaranty"), and the Guaranty Agreement, dated as of the date hereof, executed by MTDC in favor of Granite Peak, guaranteeing certain obligations of HYW Mezzanine under the Mezzanine Lo

12. Each other Loan Document (as defined in each of the Mortgage Loan Agreement and the Mezzanine Loan Agreement, respectively) executed by either Covered Entity on the Closing Date, including, without limitation, the Environmental Indemnity Agreements, the Assignment of Management Agreement, the Cash Management Agreement, the Subordination, Non-Disturbance and Attornment Agreements, and all certificates, notices, an

13. The written consent of MTDC, as the sole member of HYW Mortgage, dated as of June 12, 2025, authorizing the execution, delivery, and performance by HYW Mortgage of the Transaction Documents to which it is a party, and the written consent of MTDC (or its designee), as the sole member of HYW Mezzanine, dated as of June 12, 2025, authorizing the execution, delivery, and performance by HYW Mezzanine of the Transactio

14. The incumbency certificate of HYW Mortgage, dated as of the date hereof, and the incumbency certificate of HYW Mezzanine, dated as of the date hereof, each certifying as to the names, titles, and specimen signatures of the authorized signatories of such Covered Entity (collectively, the "Incumbency Certificates").

15. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of the opinions set forth herein, including searches of the records of the Delaware Secretary with respect to each Covered Entity. The documents listed in items 1 through 15 above are referred to collectively herein as the "Reviewed Documents."

III. Assumptions In rendering the opinions set forth herein, we have, with your permission and without independent investigation or verification, assumed the following:

1. All signatures on all documents reviewed by us (other than the signatures of authorized representatives of the Covered Entities and of MTDC, as to which we have made independent inquiry) are genuine and were made by persons with legal capacity to execute such documents.

2. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (including facsimile, electronic, and photostatic copies) conform in all material respects to the originals thereof. All documents executed in counterparts constitute one and the same instrument.

3. Each natural person who executed any document reviewed by us had, at the time of such execution, the legal capacity and competence to do so, and each such person who purported to act in a representative capacity was duly authorized to act in such capacity.

4. Each party to the Transaction Documents (other than the Covered Entities, as to which the opinions set forth herein are rendered) has been duly organized or formed and is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite power, authority, and legal right to execute, deliver, and perform its obligations under each Transaction Docu

5. Each Transaction Document and each other document reviewed by us constitutes the legal, valid, and binding obligation of each party thereto (other than the Covered Entities, as to which this opinion letter speaks), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights gen

6. All factual matters set forth in the certificates, affidavits, written consents, and other instruments of officers, managers, members, or authorized persons of the Covered Entities and of MTDC, including but not limited to the Authorizing Resolutions and the Incumbency Certificates, upon which we have relied in rendering the opinions expressed herein, are true, correct, and complete in all material respects as of

7. Each Covered Entity has at all times since its respective date of formation been operated and maintained in accordance with and in compliance with the terms and provisions of its Certificate of Formation and its LLC Agreement, including, without limitation, all separateness and special purpose entity provisions contained therein.

8. All filing fees, franchise taxes, and other amounts due and payable by each Covered Entity to the State of Delaware, including annual franchise tax payments required under Chapter 18 of Title 6 of the Delaware Code, have been duly and timely paid through the date hereof and will continue to be paid when due.

9. No action has been taken, nor has any event occurred, since the respective dates of the Good Standing Certificates that would result in the dissolution, winding up, cancellation, revocation, or termination of either Covered Entity, or that would impair the good standing status of either Covered Entity under Delaware law.

10. The Transaction Documents as executed and delivered on the Closing Date accurately and completely reflect the agreement among the parties thereto with respect to the subject matters addressed therein, and no oral or written agreements, understandings, or side letters exist that modify, amend, supplement, or conflict with any provision of the Transaction Documents as delivered to us for review.

IV. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section V below, we are of the opinion that: Opinion 1 — Due Formation (HYW Mortgage). Hudson Yards West Mortgage LLC is a limited liability company that has been duly formed under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the "DLLCA"), by the filing of its Certificate of

V. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations:

1. The opinions expressed herein are limited solely to the DLLCA and applicable Delaware statutory law of general applicability to Delaware limited liability companies, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, federal law, the laws of the State of New York, or the laws of any other state, territory, or foreign jurisdic

2. No opinion is expressed herein as to the enforceability, validity, or binding effect of any Transaction Document or any provision thereof against any Covered Entity or any other party thereto. Such opinions, if any, are addressed in separate opinion letters delivered by this Firm or by other counsel in connection with the closing of the Transaction on the date hereof.

3. No opinion is expressed herein as to compliance by any Covered Entity or any other person with the securities laws of the State of Delaware, or with the securities or "blue sky" laws of any other jurisdiction, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules or regulations promulgated thereunder.

4. No opinion is expressed herein as to the effect of any bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, fraudulent transfer, preferential transfer, or similar laws now or hereafter in effect affecting the rights and remedies of creditors generally or the enforcement of creditors' rights, including, without limitation, the United States Bankruptcy Code (Title

5. The opinions expressed herein as to the good standing of each Covered Entity are based solely upon the Good Standing Certificates obtained from the Delaware Secretary and referenced in Section II above. As noted in Opinions 5 and 6, "good standing" in Delaware, as evidenced by a certificate of good standing issued by the Delaware Secretary, means only that, as of the date of such certificate, the applicable entity

6. No opinion is expressed herein regarding the qualification (or the need for qualification) of either Covered Entity to transact business as a foreign limited liability company in any jurisdiction other than the State of Delaware, including, without limitation, the State of New York. We understand that opinions regarding the qualification of the Covered Entities to transact business in the State of New York are bei

7. No opinion is expressed herein as to any matter of fact, including, without limitation, whether either Covered Entity has conducted, is now conducting, or will in the future conduct its business in compliance with its Certificate of Formation, its LLC Agreement, or any applicable law, rule, regulation, order, or decree. To the extent that any opinion expressed herein is based on factual matters, we have relied, wi

8. This opinion letter speaks only as of the date hereof. We assume no obligation, and hereby disclaim any obligation, to advise you or any other person of any change of law or fact, or any development of which we become aware after the date hereof, that might affect the opinions expressed herein, regardless of whether such change or development would cause us to modify, qualify, or withdraw any opinion expressed her

VI. Reliance and Benefit This opinion letter is rendered solely for the benefit of the addressees hereto, namely Ironclad National Bank, N.A., in its capacity as Administrative Agent, Granite Peak Capital Partners, LP, and each of the Mortgage Lenders from time to time party to the Mortgage Loan Agreement, together with their respective successors and permitted assigns under the Transaction Documents, including any f