Contract analysis

1. Introduction and Engagement Haversham Cole PLLC ("we," "us," or this "Firm") serves as North Carolina 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 issued and outstanding membership interests (the "Membership Interests") in GMP SouthPark LLC, a Delaware limited liability co

2. Documents Reviewed In connection with the preparation 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 PSA, including the Original PSA dated February 28, 2024, the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024 (execution versions, together with all exhibits and schedules thereto).

2. The Assignment and Assumption of Membership Interests for GMP SouthPark LLC, dated as of June 6, 2024, by and between Seller, as assignor, and Buyer, as assignee (the "Assignment Agreement").

3. The Certificate of Formation of GMP SouthPark LLC, as filed with the Secretary of State of the State of Delaware on September 14, 2018, together with all amendments thereto on file as of the date hereof.

4. The Certificate of Authority of GMP SouthPark LLC, filed with the North Carolina Secretary of State on October 9, 2018, authorizing the Company to transact business in the State of North Carolina as a foreign limited liability company, together with all amendments thereto and annual reports subsequently filed (the "Certificate of Authority").

5. The Amended and Restated Operating Agreement of GMP SouthPark LLC, dated as of November 1, 2018, by Greystone Meridian Partners Fund III, L.P., as sole member (the "Operating Agreement"), together with all amendments thereto, including the First Amendment to Amended and Restated Operating Agreement dated as of February 1, 2021.

6. The Certificate of Good Standing (Certificate of Existence) of GMP SouthPark LLC issued by the North Carolina Secretary of State, dated June 3, 2024, a copy of which is attached hereto as Exhibit A.

7. The Certificate of Good Standing of GMP SouthPark LLC issued by the Secretary of State of the State of Delaware, dated June 4, 2024.

8. Resolutions of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the general partner of Greystone Meridian Partners Fund III, L.P. (the sole member of the Company), authorizing and approving the sale, transfer, assignment, and conveyance of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC to Buyer, adopted by unanimous written consent effective as o

9. The Secretary's Certificate of Greystone Meridian Capital LLC, dated as of June 5, 2024, certifying the incumbency and authority of the officers executing the transaction documents on behalf of Seller and confirming the adoption and continuing effectiveness of the Authorizing Resolutions (the "Secretary's Certificate").

10. The title commitment (Commitment No. CT-2024-NC-09841) issued by Commonwealth National Title Insurance Company for SouthPark Corporate Center, dated as of March 22, 2024, and updated through May 31, 2024, together with all endorsements, supplements, and exception documents referenced therein (the "Title Commitment").

11. The ALTA/NSPS Land Title Survey of SouthPark Corporate Center, prepared by Meridian Land Surveying, Inc., certified by Daniel Caulfield, PLS, PE, North Carolina Professional Land Surveyor License No. L-4187 and Professional Engineer License No. 038271, dated as of March 8, 2024, and last revised May 15, 2024 (the "Survey").

12. North Carolina transfer tax declarations and returns prepared in connection with the controlling-interest transfer of the Membership Interests in GMP SouthPark LLC, including Declaration of Consideration Form and Excise Tax Return filed or to be filed with the Mecklenburg County Register of Deeds (the "Transfer Tax Filings"), copies of which are attached hereto as Exhibit D.

13. The Loan Agreement dated as of February 1, 2021, by and among Veltrano Capital Lending Corp., as lender ("Veltrano"), and GMP SouthPark LLC, GMP Buckhead LLC, GMP Tysons Corner LLC, and GMP Reston LLC, as co-borrowers (the "Veltrano Loan Agreement"), including the Loan 2-B Supplement thereto applicable to GMP SouthPark LLC and the Property (the "Loan 2-B Supplement"), with an aggregate outstanding principal balan

14. The Lender Consent issued by Veltrano Capital Lending Corp. dated as of May 17, 2024, consenting to the transfer of the Membership Interests in GMP SouthPark LLC from Seller to Buyer and to the related changes in the direct and indirect ownership of the Company and the Property (the "Lender Consent").

15. The Assumption Agreement, dated as of June 6, 2024, by and among Veltrano Capital Lending Corp., Buyer, and the Company, pursuant to which Buyer assumes certain obligations and covenants under the Veltrano Loan Agreement and the Loan 2-B Supplement in connection with the transfer (the "Assumption Agreement," execution version).

16. The Replacement Guaranty, dated as of June 6, 2024, executed by Fairwater Real Estate Investment Trust in favor of Veltrano Capital Lending Corp., replacing the guaranty previously provided by Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC (the "Replacement Guaranty").

17. The leases, license agreements, and occupancy agreements affecting the Property (collectively, the "Leases"), comprising a portion of the eighty-seven (87) lease portfolio across the fourteen Portfolio Entities, with respect to the SouthPark Corporate Center, a Class A office property comprising approximately 218,000 rentable square feet ("RSF"), including the anchor lease with Birchwood Technology Group Inc. pro

18. Tenant estoppel certificates received from tenants at SouthPark Corporate Center in connection with the closing of the transaction (the "Estoppel Certificates").

19. Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by the Major Tenants (as defined in the PSA) at SouthPark Corporate Center, including Birchwood Technology Group Inc. and the other tenants designated as Major Tenants under the PSA.

20. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein, including records of the North Carolina Secretary of State, the Mecklenburg County Register of Deeds, the Mecklenburg County Tax Assessor, the City of Charlotte Department of Planning, Design and Development, and such other public records as we have de

3. Assumptions In rendering the opinions set forth below, we have, with your permission and consistent with customary practice for local counsel opinion letters of this type, made the following assumptions without independent investigation or verification: (a) All signatures on the Reviewed Documents and Transaction Documents are genuine. All documents submitted to us as originals are authentic, complete, and accurat

4. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that: 4.1 Foreign Qualification and Good Standing GMP SouthPark LLC is duly qualified to transact business in the State of North Carolina as a foreign limited liability company, having obtained a Certificate of Authority from the North Carolina Secretary of State o

5. Qualifications and Limitations The opinions expressed in this letter are subject to the following qualifications and limitations: (a) Governing Law Limitation. This opinion is limited solely to the laws of the State of North Carolina as currently in effect on the date hereof, including the published judicial interpretations thereof and the applicable rules and regulations of North Carolina governmental authorities

6. Reliance and Delivery This opinion letter is being delivered pursuant to the requirements of Section 10.2(e)(iv) of the PSA, which requires the delivery of local counsel opinion letters covering, among other matters, the matters of North Carolina law addressed herein, as a condition to the closing of the transactions contemplated by the PSA. This opinion is being delivered in connection with, and as of, the closin