Contract analysis

1. Introduction Breckenridge Osgood LLP ("we," "us," or "our") acts as Texas local counsel to Calderwood & Harkness LLP ("C&H"), counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), in connection with the Purchase and Sale Agreement dated as of February 28, 2024 (as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024,

2. Defined Terms and Identification of Target Entities 2.1 Texas Target Entities For purposes of this opinion, the term "Texas Target Entities" refers to the following three entities, each of which is a Delaware limited liability company qualified to transact business as a foreign limited liability company in the State of Texas and each of which owns one of the three logistics properties situated in the State of Texa

3. Documents and Records Examined In connection with the opinions expressed herein, we have examined the following documents, instruments, records, and certificates (collectively, the "Examined Documents"): 3.1 Organizational Documents (a) The Certificate of Formation of each Texas Target Entity, as filed with the Secretary of State of the State of Delaware, including all amendments thereto; (b) The Operating Agreeme

4. Assumptions In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, each of the following: (a) Each natural person executing any document reviewed by us in connection with this opinion has adequate legal capacity to do so; (b) All signatures on the documents examined by us are genuine, and all persons purporting to have signed such documents have in fact done

5. Opinions Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section 6 below, we are of the opinion that: 5.1 Foreign Qualification and Good Standing Each of the Texas Target Entities — namely, GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC — is duly qualified to transact business as a foreign limited liability company in the State of T

6. Qualifications and Limitations 6.1 Enforceability Exceptions The opinions expressed herein regarding the enforceability of the Transaction Documents are, in each case, subject to and qualified by the following exceptions (collectively, the "Enforceability Exceptions"): (a) the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, prefer

7. Closing We trust that the foregoing is responsive to your requirements. We remain available to discuss any aspect of this opinion at your convenience. Please do not hesitate to contact the undersigned if you have any questions or require any additional information. Very truly yours, BRECKENRIDGE OSGOOD LLP By: ________ James Breckenridge, Partner Breckenridge Osgood LLP 717 Texas Avenue, Suite 2600 Houston, Texas

1. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Westlake LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]);

2. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Westlake LLC (Taxpayer Number [on file]);

3. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Katy LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]);

4. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Katy LLC (Taxpayer Number [on file]);

5. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Alliance LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]); and

6. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Alliance LLC (Taxpayer Number [on file]). Copies of the foregoing certificates are maintained in the files of Breckenridge Osgood LLP and are available for inspection upon request.