Contract analysis

1. Introduction and Engagement We have acted as Tennessee local counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), in connection with Buyer's acquisition of 100% of the membership interests in GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC (each a "Tennessee Target Entity" and collectively, the "Tennessee Target Entities") fr

2. Identification of Tennessee Target Entities and Properties The Tennessee Target Entities and their respective properties are identified as follows: (a) GMP Murfreesboro LLC. GMP Murfreesboro LLC is a Delaware limited liability company that is qualified to do business in the State of Tennessee as a foreign limited liability company. Its federal employer identification number is 84-2527856. GMP Murfreesboro LLC is t

3. Documents Examined In connection with rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, records, and certificates: (a) The Purchase and Sale Agreement dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P., as Seller, and Fairwater Real Estate Investment Trust, as

4. Assumptions In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification, and we express no opinion with respect to any of the following matters: (a) All signatures on the documents examined by us are genuine, and all natural persons executing any such documents had, at the time of execution, the legal capacity to do so. (b) All documents submitted to

5. Qualifications and Limitations The opinions set forth herein are subject to the following qualifications, limitations, and exceptions: (a) Governing Law. This opinion is limited solely to the laws of the State of Tennessee as currently in effect on the date hereof, and we express no opinion with respect to the laws of any other jurisdiction, including, without limitation: (i) the laws of the State of Delaware, whi

6. Opinions Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that: 6.1 Foreign Qualification and Good Standing (a) Each of the Tennessee Target Entities — namely, GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC — is duly qualified as a foreign limited liability company and is authorized to transact bus

7. Reliance and Benefit This opinion is furnished to the addressees hereof solely in connection with, and as of, the closing of the transactions described herein on June 6, 2024. This opinion may be relied upon by the following parties, and by their respective successors and assigns, solely in connection with the transactions contemplated by the PSA: (a) Fairwater Real Estate Investment Trust, in its capacity as Buye