Contract analysis

I. LOAN DOCUMENTS EXAMINED In connection with the opinions expressed herein, we have examined executed counterparts or conformed copies of the following documents (collectively, the "Loan Documents"):

1. Senior Loan Agreement, dated as of June 15, 2025, among the Mortgage Borrower, as borrower, Ironclad National Bank, N.A., as Administrative Agent, and the Lenders party thereto from time to time (the "Loan Agreement");

2. Promissory Note, dated June 15, 2025, in the stated principal amount of $475,000,000, executed by the Mortgage Borrower and payable to the order of the Administrative Agent for the ratable benefit of the Lenders (the "Note");

3. Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated June 15, 2025, made by the Mortgage Borrower, as mortgagor, in favor of the Administrative Agent, as mortgagee, for the benefit of the Lenders, encumbering the real property and improvements located at 450 West 34th Street, New York, New York 10001 (Block 729, Lots 1, 5, 12, and 15, Borough of Manhattan, City of New York) (the

4. Assignment of Leases and Rents, dated June 15, 2025, executed by the Mortgage Borrower in favor of the Administrative Agent, for the benefit of the Lenders (the "Assignment of Leases");

5. Guaranty of Recourse Obligations, dated June 15, 2025, executed by MTDC in favor of the Administrative Agent, for the benefit of the Lenders (the "Guaranty");

6. Environmental Indemnity Agreement, dated June 15, 2025, executed by the Mortgage Borrower and MTDC in favor of the Administrative Agent, for the benefit of the Lenders (the "Environmental Indemnity");

7. Cash Management Agreement, dated June 15, 2025, among the Mortgage Borrower, the Administrative Agent, and Greaves Bancorp, as the Clearing Bank (the "Cash Management Agreement");

8. Pledge and Security Agreement (Mezzanine Pledge), dated June 15, 2025, executed by the Mezzanine Borrower in favor of the Administrative Agent, for the benefit of the Lenders, pledging one hundred percent (100%) of the membership interests in the Mortgage Borrower held by the Mezzanine Borrower (the "Pledge Agreement");

9. Subordination, Non-Disturbance, and Attornment Agreement (Ground Lease SNDA), dated June 15, 2025, among the Mortgage Borrower, the Administrative Agent, and NYC Economic Development Corporation, as ground lessor (the "Ground Lease SNDA");

10. Intercreditor Agreement, dated June 15, 2025, between the Administrative Agent and Granite Peak Capital Partners, LP, as mezzanine lender (the "Intercreditor Agreement");

11. UCC-1 Financing Statements to be filed with the Secretary of State of the State of Delaware naming the Mortgage Borrower as debtor and the Administrative Agent as secured party, and naming the Mezzanine Borrower as debtor and the Administrative Agent as secured party, and UCC-1 Financing Statements to be filed with the Office of the Clerk of New York County naming the Mortgage Borrower as debtor and the Administr

12. Such other ancillary documents, certificates, side letters, and agreements delivered at or prior to the Closing as listed on the Closing Checklist attached as Exhibit A to the Loan Agreement, including, without limitation, the borrower's closing certificate, the title affidavit, the gap indemnity, and the bring-down certificate, each dated as of the Closing Date.

II. OTHER DOCUMENTS AND RECORDS EXAMINED In addition to the Loan Documents, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, records, and other materials:

1. Certificate of Formation of Hudson Yards West Mortgage LLC, as filed with the Secretary of State of the State of Delaware on March 8, 2024, together with all amendments thereto (if any), and the Limited Liability Company Agreement of Hudson Yards West Mortgage LLC, dated as of March 8, 2024, as amended and restated on January 15, 2025 (collectively, the "Mortgage Borrower LLC Agreement");

2. Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Secretary of State of the State of Delaware on March 8, 2024, together with all amendments thereto (if any), and the Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC, dated as of March 8, 2024, as amended and restated on January 15, 2025 (collectively, the "Mezzanine Borrower LLC Agreement");

3. Certificate of good standing for the Mortgage Borrower issued by the Secretary of State of the State of Delaware, dated June 10, 2025;

4. Certificate of good standing for the Mezzanine Borrower issued by the Secretary of State of the State of Delaware, dated June 10, 2025;

5. Certificate of authority to transact business in the State of New York for the Mortgage Borrower, issued by the New York Department of State, together with a certificate of good standing from the New York Department of State, each dated on or about June 10, 2025;

6. Certificate of authority to transact business in the State of New York for the Mezzanine Borrower, issued by the New York Department of State, together with a certificate of good standing from the New York Department of State, each dated on or about June 10, 2025;

7. Authorizing resolutions of MTDC, acting in its capacity as the sole member of each Borrower Entity, adopted by the Board of Directors of MTDC on May 28, 2025, authorizing the Loan, the execution and delivery of the Loan Documents by each Borrower Entity, and the consummation of the transactions contemplated thereby;

8. Resolution of the Board of Directors of MTDC, duly adopted on May 28, 2025, and certified by Margaret Kowalski, Chair of the Board of Directors of MTDC, authorizing MTDC's execution and delivery of the Guaranty, the Environmental Indemnity, and related documents delivered in connection with the Loan, and consenting to the Loan and the transactions contemplated by the Loan Documents;

9. Officer's certificate of the Mortgage Borrower, dated June 15, 2025, signed by Tomas Reyes, as Vice President, certifying as to incumbency, organizational documents, the absence of dissolution or bankruptcy proceedings, and the truth and accuracy of the representations and warranties contained in the Loan Documents;

10. Officer's certificate of the Mezzanine Borrower, dated June 15, 2025, signed by Tomas Reyes, as Vice President, certifying as to incumbency, organizational documents, the absence of dissolution or bankruptcy proceedings, and the truth and accuracy of the representations and warranties contained in the Loan Documents;

11. Officer's certificate of MTDC, dated June 15, 2025, signed by Lydia Okafor, General Counsel, certifying as to incumbency, organizational documents, the absence of dissolution or bankruptcy proceedings, pending or threatened litigation, and the truth and accuracy of the representations and warranties contained in the Loan Documents;

12. Ground Lease, dated June 1, 2020, between NYC Economic Development Corporation, as ground lessor, and MTDC, as ground lessee (as subsequently assigned to the Mortgage Borrower), recorded in the Office of the City Register, New York County, as CRFN 2020000198762 (NYC ACRIS) (the "Ground Lease");

13. Uniform Land Use Review Procedure ("ULURP") approval (Application No. C 230415 ZSM), consisting of the New York City City Planning Commission approval dated September 12, 2023, and the New York City Council approval dated October 25, 2023, together with the related City Environmental Quality Review determination;

14. Title commitment issued by Sentinel Title & Escrow Company, Commitment No. STN-2025-MH-04178, dated May 22, 2025, including all schedule B exceptions noted therein (the "Title Commitment"); and

15. Such other documents, certificates, records, instruments, and matters of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein, including review of such publicly available records, searches, and other materials as we considered relevant.

III. ASSUMPTIONS In rendering the opinions set forth in Section IV below, we have, with your consent and without independent investigation or verification, assumed the following:

1. Genuineness and authenticity. All documents submitted to us as originals are authentic and complete. All documents submitted to us as copies, whether certified or otherwise, conform to the authentic originals thereof. All signatures on all documents are genuine. All documents that purport to have been sealed have in fact been properly sealed.

2. Capacity of natural persons. Each natural person executing any Loan Document or any document delivered in connection with the Loan has the legal capacity to do so.

3. Authority of Addressees. The Administrative Agent and each Lender (a) is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization, (b) has the requisite corporate, limited liability company, trust, or other organizational power and authority to enter into, execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party

4. Enforceability against Addressees. Each Loan Document to which any Addressee is a party constitutes the legal, valid, and binding obligation of such Addressee, enforceable against such Addressee in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.

5. Accuracy of certificates and representations. All factual certificates, statements, representations, and warranties made by the Borrower Entities and MTDC in the Loan Documents and in the officer's certificates and other certificates delivered at or prior to the Closing are true, correct, and complete in all material respects as of the date hereof. We have not undertaken any independent investigation to verify the

6. Good faith and fair dealing. Each of the Addressees has acted in good faith and without notice of any defense against the enforcement of any rights created by, or arising under, the Loan Documents and has not engaged in any course of dealing or course of performance that would adversely affect the enforceability of the Loan Documents.

7. Filing and recording. The Mortgage will be duly recorded in the Office of the City Register, New York County, together with all required ancillary instruments and documents. The UCC-1 Financing Statements will be duly filed with the Secretary of State of the State of Delaware and the Office of the Clerk of New York County, as applicable. The Mortgage and the Financing Statements, upon such recording and filing, wi

8. Value. Reasonably equivalent value and fair consideration have been given by each of the Addressees in connection with the Loan and the transactions contemplated by the Loan Documents.

9. No fraud, duress, or mutual mistake. No party to any Loan Document or any other document examined by us has engaged in fraud, duress, undue influence, mistake, or other conduct that would render any such document void or voidable. The Loan Documents were entered into voluntarily by all parties thereto.

10. Compliance with anti-money laundering and sanctions laws. Each of the Borrower Entities and MTDC is, and at all relevant times has been, in compliance with all applicable anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act, as amended by the USA PATRIOT Act (31 U.S.C. §§ 5311 et seq.), and all applicable economic sanctions laws, regulations, and executive orders adminis

IV. OPINIONS Based upon and subject to the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that: 4.1 Due Organization and Good Standing of Mortgage Borrower Hudson Yards West Mortgage LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Mortgage Borrower has bee

V. QUALIFICATIONS, LIMITATIONS, AND EXCEPTIONS The opinions expressed in Section IV above are subject to the following qualifications, limitations, and exceptions: 5.1 Enforceability Qualifications The enforceability opinion set forth in Section 4.7 above (and, to the extent applicable, the other opinions expressed herein) is subject to and limited by: (a) Bankruptcy and insolvency laws. Applicable bankruptcy, insolv

VI. RELIANCE AND BENEFIT This opinion letter is furnished to the Addressees solely for their benefit and the benefit of their respective successors and permitted assigns (including, without limitation, any participant in, assignee or transferee of, or purchaser of any interest in the Loan, whether by assignment, participation, sub-participation, or otherwise, and any trustee, servicer, special servicer, directing cer