Contract analysis

1. INTRODUCTION AND ROLE Talmadge Beaumont LLP ("this Firm," "we," "us," or "our") has been engaged as Georgia local counsel to Fairwater Real Estate Investment Trust ("Buyer" or "Fairwater REIT") in connection with the transactions contemplated by that certain Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment dated April 12, 2024, and as further amended by the Second Amendment da

2. DOCUMENTS EXAMINED In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, records, and other materials (collectively, the "Reviewed Documents"): (a) The Purchase and Sale Agreement dated February 28, 2024, by and between Seller and Buyer, as amended by the First Amendment to Purc

3. ASSUMPTIONS In rendering the opinions set forth in Section 4 of this opinion letter, we have assumed the following, without independent investigation or verification (collectively, the "Assumptions"): (a) Genuineness of Signatures. All signatures on all documents reviewed by us are genuine, except that we have not assumed the genuineness of signatures of persons signing on behalf of the Georgia Target Entities or

4. OPINIONS Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 5 of this opinion letter, we are of the opinion that: 4.1 Foreign Qualification and Good Standing in Georgia Each of (a) GMP Fairfield I LLC, (b) GMP Fairfield II LLC, (c) GMP Buckhead LLC, and (d) GMP Peachtree LLC (collectively, the "Georgia Target Entities") is duly qualified to

5. QUALIFICATIONS AND LIMITATIONS The opinions set forth in Section 4 of this opinion letter are subject to the following qualifications and limitations: (a) Limitation to Georgia Law. This opinion is limited solely to the laws of the State of Georgia as currently in effect on the date hereof, including the applicable rules, regulations, and orders of Georgia governmental agencies and authorities, and the reported ju

6. RELIANCE ON OTHER COUNSEL AND PROFESSIONALS In rendering the opinions set forth in this opinion letter, we have relied upon the following opinions, certifications, reports, and materials prepared or provided by other counsel and professionals, without independent investigation or verification of the matters addressed therein: (a) Calderwood & Harkness LLP. We have relied upon the opinions and certifications of Cal

1. Each Georgia Target Entity is a Delaware limited liability company qualified to transact business in the State of Georgia as a foreign limited liability company.

2. Each Georgia Target Entity is a wholly owned subsidiary of Greystone Meridian Partners Fund III, L.P. (prior to the Closing Date) and will become a wholly owned subsidiary of Fairwater Real Estate Investment Trust upon consummation of the Transaction.

3. The Fairfield Logistics Center I and Fairfield Logistics Center II are adjacent properties located in Fairburn, Georgia, in Fulton County. The Buckhead Place Office Tower is located in the Buckhead neighborhood of Atlanta, Georgia, in Fulton County. The Peachtree Corners Logistics Center is located in Peachtree Corners, Georgia, in Gwinnett County.

4. All four Georgia Properties were constructed in or after 2018 and are considered modern, institutional-quality commercial real estate assets. APPENDIX B LIST OF DOCUMENTS EXAMINED (DETAILED) The following is a detailed list of the documents, instruments, certificates, records, and other materials examined by Talmadge Beaumont LLP in connection with the preparation and delivery of the foregoing opinion letter. Each

1. Purchase and Sale Agreement dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust, together with all exhibits and schedules thereto, including Exhibit K (Purchase Price Allocation Schedule) and Exhibit P (Permitted Exceptions). (Section 2(a))

2. First Amendment to Purchase and Sale Agreement dated April 12, 2024. (Section 2(a))

3. Second Amendment to Purchase and Sale Agreement dated May 28, 2024. (Section 2(a))

4. Assignment and Assumption of Membership Interests — GMP Fairfield I LLC, dated June 6, 2024. (Section 2(b))

5. Assignment and Assumption of Membership Interests — GMP Fairfield II LLC, dated June 6, 2024. (Section 2(c))

6. Assignment and Assumption of Membership Interests — GMP Buckhead LLC, dated June 6, 2024. (Section 2(d))

7. Assignment and Assumption of Membership Interests — GMP Peachtree LLC, dated June 6, 2024. (Section 2(e))

II. Entity and Organizational Documents

8. Certificate of Formation — GMP Fairfield I LLC (Delaware Secretary of State). (Section 2(f))

9. Certificate of Formation — GMP Fairfield II LLC (Delaware Secretary of State). (Section 2(f))

10. Certificate of Formation — GMP Buckhead LLC (Delaware Secretary of State). (Section 2(f))

11. Certificate of Formation — GMP Peachtree LLC (Delaware Secretary of State). (Section 2(f))

12. Certificate of Good Standing — GMP Fairfield I LLC (Delaware Secretary of State). (Section 2(g))

13. Certificate of Good Standing — GMP Fairfield II LLC (Delaware Secretary of State). (Section 2(g))

14. Certificate of Good Standing — GMP Buckhead LLC (Delaware Secretary of State). (Section 2(g))

15. Certificate of Good Standing — GMP Peachtree LLC (Delaware Secretary of State). (Section 2(g))

16. Certificate of Authority — GMP Fairfield I LLC (Georgia Secretary of State). (Section 2(h))

17. Certificate of Authority — GMP Fairfield II LLC (Georgia Secretary of State). (Section 2(h))

18. Certificate of Authority — GMP Buckhead LLC (Georgia Secretary of State). (Section 2(h))

19. Certificate of Authority — GMP Peachtree LLC (Georgia Secretary of State). (Section 2(h))

20. Certificate of Existence — GMP Fairfield I LLC (Georgia Secretary of State). (Section 2(i))

21. Certificate of Existence — GMP Fairfield II LLC (Georgia Secretary of State). (Section 2(i))

22. Certificate of Existence — GMP Buckhead LLC (Georgia Secretary of State). (Section 2(i))

23. Certificate of Existence — GMP Peachtree LLC (Georgia Secretary of State). (Section 2(i))

24. Operating Agreement — GMP Fairfield I LLC (with amendments). (Section 2(j))

25. Operating Agreement — GMP Fairfield II LLC (with amendments). (Section 2(j))

26. Operating Agreement — GMP Buckhead LLC (with amendments). (Section 2(j))

27. Operating Agreement — GMP Peachtree LLC (with amendments). (Section 2(j))

28. Resolutions of Greystone Meridian Capital LLC authorizing the Transaction. (Section 2(k))

29. Secretary's Certificate of Seller (with incumbency and organizational documents). (Section 2(l))

III. Title and Survey Documents

30. Title Commitment No. GA-2024-001175 — Fairfield Logistics Center I (Commonwealth Title). (Section 2(m))

31. Title Commitment No. GA-2024-001176 — Fairfield Logistics Center II (Commonwealth Title). (Section 2(m))

32. Title Commitment No. GA-2024-001177 — Buckhead Place Office Tower (Commonwealth Title). (Section 2(m))

33. Title Commitment No. GA-2024-001178 — Peachtree Corners Logistics Center (Commonwealth Title). (Section 2(m))

34. ALTA/NSPS Land Title Survey — Fairfield Logistics Center I (Meridian Land Surveying, Inc.). (Section 2(n))

35. ALTA/NSPS Land Title Survey — Fairfield Logistics Center II (Meridian Land Surveying, Inc.). (Section 2(n))

36. ALTA/NSPS Land Title Survey — Buckhead Place Office Tower (Meridian Land Surveying, Inc.). (Section 2(n))

37. ALTA/NSPS Land Title Survey — Peachtree Corners Logistics Center (Meridian Land Surveying, Inc.). (Section 2(n))

38. Pro Forma ALTA Owner's Policies (2021 form) — all four Georgia Properties (Commonwealth Title). (Section 2(o))

39. Seller's Title Affidavits — all four Georgia Target Entities. (Section 2(p))

IV. Loan and Lender Consent Documents

40. Pinnacle Federal Bank Master Loan Agreement dated September 15, 2020 (as amended). (Section 2(q))

41. Sycamore Life Insurance Company Note Purchase Agreement dated November 22, 2019 (as amended). (Section 2(r))

42. Pinnacle Federal Bank Consent Letter dated June 4, 2024. (Section 2(s))

43. Sycamore Life Insurance Company Consent Letter dated May 22, 2024. (Section 2(t))

44. Replacement Guaranty — Fairwater REIT in favor of Pinnacle Federal Bank, N.A. (Section 2(u))

45. Replacement Guaranty — Fairwater REIT in favor of Sycamore Life Insurance Company. (Section 2(v))

46. Assumption Agreement — Pinnacle Federal Bank, N.A. (Section 2(w))