Contract analysis

I. INTRODUCTION We have acted as Florida local counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), in connection with the acquisition by Buyer of one hundred percent (100%) of the membership interests (the "Interests") in each of the following entities (each, a "Florida Target Entity" and collectively, the "Florida Target Entities") from Greystone Meridian Partners Fu

II. DOCUMENTS EXAMINED In connection with the preparation and delivery of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, and records (collectively, the "Reviewed Documents"):

1. The Original PSA, dated as of February 28, 2024, by and between Seller and Buyer (execution version), together with all schedules and exhibits thereto.

2. The First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, by and between Seller and Buyer.

3. The Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, by and between Seller and Buyer.

4. The Assignment and Assumption of Membership Interests for GMP Lakeland LLC, dated as of June 6, 2024, by and between Seller and Buyer.

5. The Assignment and Assumption of Membership Interests for GMP Southport LLC, dated as of June 6, 2024, by and between Seller and Buyer.

6. The Assignment and Assumption of Membership Interests for GMP Brickell LLC, dated as of June 6, 2024, by and between Seller and Buyer.

7. The Certificates of Formation and Operating Agreements (including all amendments thereto) of each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC, as filed with or maintained pursuant to the requirements of the State of Delaware, reviewed by us for the limited purpose of confirming the authority of each such entity to own real property in the State of Florida and the scope of the activities permitted

8. The applications for authorization to transact business in the State of Florida filed by each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC with the Florida Department of State, Division of Corporations, together with the related certificates of authority issued by the Florida Department of State.

9. Certificates of Good Standing (or Certificates of Status, as applicable) for each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC, issued by the Florida Department of State, Division of Corporations, each dated within five (5) business days of the date hereof.

10. Certificate of Good Standing (or Certificate of Status) for Greystone Meridian Partners Fund III, L.P. from the Florida Department of State, Division of Corporations, to the extent Seller is foreign-qualified to transact business in the State of Florida.

11. Title commitments (Commitment Nos. CTF-2024-FL-7702, CTF-2024-FL-7703, and CTF-2024-FL-7704) issued by Commonwealth National Title Insurance Company (the "Title Company") for each of the Lakeland Property, the Southport Property, and the Brickell Property, respectively, together with all exception documents referenced therein.

12. ALTA/NSPS Land Title Surveys for each of the Lakeland Property, the Southport Property, and the Brickell Property, prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), each dated or last revised within ninety (90) days of the date hereof.

13. The Master Loan Agreement dated as of September 15, 2020, by and among certain borrowers (including GMP Lakeland LLC and GMP Southport LLC) and Pinnacle Federal Bank, N.A. ("Pinnacle"), together with all amendments, supplements, and modifications thereto, and the related promissory notes, mortgages, assignments of leases and rents, environmental indemnities, guaranties, and other security instruments executed in

14. The Loan Agreement dated as of February 1, 2021, by and between GMP Brickell LLC and Veltrano Capital Lending Corp. ("Veltrano"), together with all amendments, supplements, and modifications thereto, and the related promissory note, mortgage, assignment of leases and rents, environmental indemnity, guaranty, and other security instruments executed in connection with Loan 2-D thereunder (collectively, the "Veltran

15. The lender consent letter issued by Pinnacle Federal Bank, N.A., executed June 4, 2024, consenting to the transfer of the membership interests in GMP Lakeland LLC and GMP Southport LLC and the assumption of Loans 1-F and 1-G by Buyer (or its designee) as the new indirect owner and control party (the "Pinnacle Consent Letter").

16. The lender consent letter issued by Veltrano Capital Lending Corp., executed May 17, 2024, consenting to the transfer of the membership interests in GMP Brickell LLC and the assumption of Loan 2-D by Buyer (or its designee) as the new indirect owner and control party (the "Veltrano Consent Letter" and, together with the Pinnacle Consent Letter, the "Lender Consent Letters").

17. The Assumption Agreements executed in connection with the Pinnacle Loan Facility and the Veltrano loan, each dated as of the date hereof, pursuant to which Buyer (or its designee) assumes the obligations of Seller and its affiliates under the Existing Loan Documents in connection with the transfer of ownership of the Florida Target Entities (the "Assumption Agreements").

18. The Replacement Guaranties executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A. and Veltrano Capital Lending Corp., respectively, replacing the existing guaranties of Greystone Meridian Capital LLC and Greystone Meridian Partners Fund III, L.P. under the Existing Loan Documents (the "Replacement Guaranties").

19. The Seller's Closing Certificate and Secretary's Certificate, executed by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Seller, certifying, among other things, the authority of Seller to consummate the transactions contemplated by the PSA.

20. The Buyer's Closing Certificate and Secretary's Certificate, executed on behalf of Fairwater Real Estate Investment Trust, certifying, among other things, the authority of Buyer to consummate the transactions contemplated by the PSA.

21. The certificate delivered by Seller pursuant to the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), as amended, certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "FIRPTA Certificate").

22. The Bill of Sale — Personal Property, dated as of June 6, 2024, executed by each Florida Target Entity and/or Seller with respect to personal property located at or used in connection with the Florida Properties.

23. The Assignment and Assumption of Leases, Contracts, and Intangibles, dated as of June 6, 2024, executed in connection with each Florida Target Entity (the "Lease and Contract Assignment").

24. Transfer tax returns and declarations prepared for filing with the Florida Department of Revenue and the applicable county recording offices in Polk County, Duval County, and Miami-Dade County, Florida, in connection with the documentary stamp tax obligations arising from the transfer of controlling interests in the Florida Target Entities.

25. Tenant estoppel certificates received from tenants at the Florida Properties, to the extent delivered to us by Calderwood & Harkness or Buyer prior to the Closing.

26. Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") for major tenants at the Florida Properties, as executed and delivered in connection with the Closing or the Existing Loan Documents.

27. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein, including our review of applicable public records in Polk County, Duval County, and Miami-Dade County, Florida. The documents described in items 1 through 6 and items 17 through 23 above are sometimes referred to collectively herein as the "Transaction Do

III. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent and the consent of each of the addressees, assumed the following without independent investigation or verification: (a) All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies conform to the originals thereof, and such originals are authentic, complete, and accu

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: A. Foreign Qualification and Good Standing in Florida

1. Each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC is duly qualified to transact business as a foreign limited liability company in the State of Florida pursuant to Section 605.0902 of the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes) and holds a valid and subsisting certificate of authority issued by the Florida Department of State, Division of Corporations, authoriz

2. Each Florida Target Entity is in good standing with the Florida Department of State, Division of Corporations, as evidenced by the certificates of good standing or certificates of status obtained by us and referenced in Section II above, each of which was issued within five (5) business days of the date hereof.

3. Each Florida Target Entity has the requisite authority under Florida law to own, hold, lease, and operate its respective real property located in the State of Florida, including all improvements, fixtures, and appurtenances thereto, and to carry on the business activities in which it is currently engaged in connection therewith. We note that this opinion regarding authority addresses solely the Florida law require

1. Based upon our review of the title commitments issued by Commonwealth National Title Insurance Company (Commitment Nos. CTF-2024-FL-7702, CTF-2024-FL-7703, and CTF-2024-FL-7704), the ALTA/NSPS surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), and such searches of the official records of Polk County, Duval County, and Miami-Dade County, Florida, as we have deemed appropriate, each Flori

2. The transfer of one hundred percent (100%) of the membership interests in each Florida Target Entity from Seller to Buyer does not, under Florida law, require the recording of a deed, quit claim deed, or any other instrument of conveyance in the official records of Polk County, Duval County, or Miami-Dade County, Florida (as applicable), because the fee simple title to each Florida Property remains vested in the n

3. This opinion regarding real property ownership and title is limited to Florida real property law aspects and matters reflected in the public records of the applicable Florida counties. We express no opinion on the laws of the State of Delaware governing the effectiveness, validity, or enforceability of the transfer of membership interests in the Florida Target Entities from Seller to Buyer, such matters being gove

1. To the extent governed by the laws of the State of Florida, the Transaction Documents to which the Florida Target Entities are a party, including, without limitation, the Assignment and Assumption of Leases, Contracts, and Intangibles and the Bill of Sale — Personal Property (each as described in Section II above), constitute legal, valid, and binding obligations of the respective parties thereto, enforceable agai

2. The foregoing opinion as to enforceability is subject to the following qualifications: (a) The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally; (b) The effect of general principles of equity, including, without limitation,

1. The entity-level transfer of one hundred percent (100%) of the membership interests in each Florida Target Entity from Seller to Buyer does not, under applicable Florida law, constitute an "assignment" of the leases, contracts, permits, licenses, or other agreements held by or in the name of the respective Florida Target Entity, and such transfer does not trigger any assignment, transfer, or consent provisions con

2. The leases in effect at the Florida Properties between the respective Florida Target Entities (as landlord) and the tenants named therein remain in full force and effect following the transfer of the Interests from Seller to Buyer. No consent of any tenant at any Florida Property is required under Florida law solely by reason of the transfer of ownership of the membership interests in the landlord entity from Sell

3. Notwithstanding the foregoing, we note that certain leases or contracts may contain provisions requiring notice to or consent of the counterparty upon a "change of control," "change of ownership," or similar event with respect to the landlord or contracting entity. Our opinion in this Section IV.D is limited to the requirements of Florida law and does not constitute an opinion that no such contractual change-of-co

1. Statutory Framework. Under Section 201.02, Florida Statutes, documentary stamp tax is imposed on documents that transfer an interest in Florida real property. The Florida Department of Revenue and Florida courts have interpreted this provision to apply to certain transfers of controlling interests in entities that own Florida real property, even where no deed or other instrument of conveyance is recorded in the of

2. Applicable Tax Rates. Florida imposes documentary stamp tax at the rate of $0.70 per $100.00 (or fraction thereof) of the total consideration attributable to the transfer of an interest in Florida real property. In addition, Miami-Dade County imposes a discretionary county surtax of $0.45 per $100.00 on documents that are not secured by real property. Polk County and Duval County do not impose any county surtax be

3. Allocation of Purchase Price and Tax Calculation. The portion of the Aggregate Purchase Price allocated to each Florida Property has been determined in accordance with Exhibit K to the PSA, which sets forth the allocation of the Aggregate Purchase Price among the fourteen (14) properties in the portfolio based on appraised values established by Stonebridge Valuation Advisors, LLC. Based on the allocated purchase p

4. Filing and Payment. Transfer tax returns and declarations for the Florida documentary stamp tax obligations arising from the transfer of the controlling membership interests in GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC have been prepared by Calderwood & Harkness LLP (Sylvia Hartwell, Esq.) in coordination with Palmetto Strauss PA and have been filed (or are being filed contemporaneously with the Cl

5. Cost Allocation. Pursuant to Section 12.4 of the PSA, all transfer taxes, documentary stamp taxes, and similar charges arising from the transfer of the Interests in the Target Entities are to be divided equally between Buyer and Seller (50/50). Buyer's share of the total estimated transfer taxes across all jurisdictions in the portfolio is One Million Nine Hundred Twenty-Five Thousand Dollars ($1,925,000), and Sel

1. The consummation of the transactions contemplated by the PSA and the Transaction Documents does not, to our knowledge, violate any applicable Florida statute, rule, regulation, or order of any Florida court or governmental authority that is currently in effect and that is applicable to the Florida Target Entities or the Florida Properties.

2. Except as described below, the transactions contemplated by the PSA and the Transaction Documents do not require any governmental consent, approval, authorization, order, registration, qualification, or filing under any Florida statute, rule, or regulation, other than: (a) The documentary stamp tax filings and payments described in Section IV.E above; (b) Such updates to the foreign qualification filings with the

3. Our opinion in this Section IV.F is limited to the laws, rules, and regulations of the State of Florida that, in our experience, are typically applicable to transactions of the type contemplated by the PSA and does not extend to any statute, rule, or regulation that is applicable to any party solely by virtue of such party's status or the specific nature of its business activities (other than the ownership, leasin

1. Based upon (a) our review of the public records and docket systems of the Circuit Courts of Polk County, Duval County, and Miami-Dade County, Florida, (b) our review of the dockets of the United States District Courts for the Middle District of Florida (Tampa Division) and the Southern District of Florida (Miami Division), (c) searches of the records of the Florida Department of State, Division of Corporations, an

2. Our opinion in this Section IV.G is limited to matters reflected in the public records and docket systems searched by us and the certificates and representations provided to us as described above. We have not undertaken a search of all courts, tribunals, or administrative bodies in the State of Florida or in any other jurisdiction, and we express no opinion regarding any litigation, proceeding, or governmental act

1. The Florida Target Entities are borrowers under or otherwise obligated with respect to the following assumed indebtedness: (a) Loan 1-F and Loan 1-G (Pinnacle Federal Bank, N.A.): GMP Lakeland LLC (Loan 1-F) and GMP Southport LLC (Loan 1-G) are borrowers under the Pinnacle Loan Facility. The aggregate outstanding principal balance of all eight (8) loans under the Pinnacle Loan Facility is approximately Four Hundre

2. To the extent that the Existing Loan Documents, the Assumption Agreements, the Replacement Guaranties, or the Lender Consent Letters are governed by or require compliance with the laws of the State of Florida, we are of the opinion that: (a) The Assumption Agreements, the Replacement Guaranties, and the Lender Consent Letters do not violate any applicable Florida statute, rule, or regulation known to us. (b) The m

3. Consent Fees. The following consent fees have been required by the lenders in connection with the assumption and change of control: (a) Pinnacle Federal Bank, N.A.: a consent and assumption fee equal to 0.25% of the aggregate outstanding principal balance of all Pinnacle loans, in the amount of approximately One Million Fifty-Four Thousand Dollars ($1,054,000). This fee is allocated across the entire Pinnacle port

4. Our opinions in this Section IV.H are limited to Florida law matters and do not extend to any provisions of the Existing Loan Documents, the Assumption Agreements, the Replacement Guaranties, or the Lender Consent Letters that are governed by or require compliance with the laws of any other jurisdiction, including, without limitation, the State of New York or the State of Connecticut.

V. QUALIFICATIONS AND LIMITATIONS The opinions set forth in Section IV above are subject to the following qualifications and limitations:

1. Scope of Laws Addressed. This opinion is limited solely to the laws of the State of Florida as in effect on the date hereof, including applicable Florida statutes, regulations, and published administrative guidance of the Florida Department of Revenue and other Florida governmental authorities. We express no opinion as to the laws of any other jurisdiction, including, without limitation: (a) The State of Delaware,

2. Excluded Subject Matter. This opinion does not address, and we express no opinion with respect to: (a) Federal or state securities laws or regulations, including the Securities Act of 1933, the Securities Exchange Act of 1934, and the Florida Securities and Investor Protection Act (Chapter 517, Florida Statutes); (b) Federal or state tax law (other than the Florida documentary stamp tax matters expressly addressed

3. Temporal Limitation. This opinion is rendered as of the date hereof and is based solely upon the facts and circumstances existing, and the laws in effect, as of June 6, 2024. We assume no obligation to update, revise, or supplement this opinion to reflect any changes in law, facts, or circumstances that may occur after the date hereof, whether or not such changes would affect the opinions expressed herein.