Contract analysis

I. Introduction We have acted as counsel to Metropolitan Transit Development Corp. ("MTDC"), Hudson Yards West Mezzanine LLC (the "Mezzanine Borrower" or "HYW Mezzanine"), and Hudson Yards West Mortgage LLC ("HYW Mortgage") in connection with the mezzanine loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) (the "Mezzanine Loan") made by Granite Peak Capital Partners, LP (the "Mezzanin

II. Defined Terms and Mezzanine Loan Documents Identified As used in this opinion letter, the term "Mezzanine Loan Documents" means, collectively, the following documents, agreements, and instruments executed and delivered in connection with the Mezzanine Loan: (a) The Mezzanine Loan Agreement, dated as of June 15, 2025, by and between the Mezzanine Borrower and the Mezzanine Lender (the "Mezzanine Loan Agreement");

III. Documents and Records Examined In connection with the rendering of the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records: (a) Each of the Mezzanine Loan Documents listed in Section II above, in the form in which each such document has been executed and delivered on the Closing

IV. Assumptions In rendering the opinions set forth in this letter, we have, with your consent, assumed the following: (a) All signatures on documents and instruments (other than the signatures of authorized representatives of the Mezzanine Borrower and MTDC, as to which we express the opinions set forth below) are genuine, and all natural persons who have signed any document or instrument reviewed by us have had the

V. Opinions Based upon the foregoing and subject to the assumptions set forth in Section IV above and the qualifications, limitations, and exceptions set forth in Section VI below, and having regard for such legal considerations as we deem relevant, we are of the opinion that: Opinion 1 — Organization and Existence of Mezzanine Borrower (HYW Mezzanine) Hudson Yards West Mezzanine LLC is a limited liability company du

VI. Qualifications, Limitations, and Exceptions A. Enforceability Qualifications The opinions expressed in this letter with respect to the enforceability of the Mezzanine Loan Documents are subject to the following qualifications (collectively, the "Enforceability Qualifications"): (i) The effect of applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, fr

VII. Reliance and Benefit This opinion letter is furnished solely for the benefit of Granite Peak Capital Partners, LP, in its capacity as Mezzanine Lender, and its successors and permitted assigns under the Mezzanine Loan Agreement (including any future holder of the Mezzanine Loan, any assignee or transferee of any interest in the Mezzanine Loan, and any participant in the Mezzanine Loan), in connection with the tr