1031-00004 · Hudson Yards West Mortgage LLC · Closing Opinions

delaware-entity-opinion.docx DOCUMENT Real Estate

1 / 80 → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 55th Floor New York, New York 10006

Telephone: (212) 506-3000 Facsimile: (212) 506-3001 www.calderwoodharkness.com

June 15, 2025

Ironclad National Bank, N.A., as Administrative Agent 277 Park Avenue New York, New York 10172

Attention: Kenneth Pryor, Managing Director, RE Finance

Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019

Attention: Diane Castellano, Managing Partner

Each lender in the Mortgage Loan syndicate from time to time party to the Mortgage Loan Agreement (as defined below) (collectively, the "Mortgage Lenders")

Re: Delaware Entity Opinion — Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC; Senior Mortgage Loan ($475,000,000) and Mezzanine Loan ($200,000,000) — 450 West 34th Street, New York, New York 10001

Ladies and Gentlemen:

I. Introduction and Context

We have acted as counsel to Metropolitan Transit Development Corp., a Delaware corporation ("MTDC"), Hudson Yards West Mortgage LLC, a Delaware limited liability company ("HYW Mortgage" or the "Mortgage Borrower"), and Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("HYW Mezzanine" or the "Mezzanine Borrower," and together with HYW Mortgage, the "Covered Entities"), in connection with:

(a) the Senior Mortgage Loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) made by the Mortgage Lenders to HYW Mortgage pursuant to that certain Mortgage Loan Agreement, dated as of the date hereof (the "Mortgage Loan Agreement"), among HYW Mortgage, as borrower, Ironclad National Bank, N.A., as administrative agent (in such capacity, the "Agent"), and the Mortgage Lenders from time to time party thereto; and

(b) the Mezzanine Loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) made by Granite Peak Capital Partners, LP ("Granite Peak") to HYW Mezzanine pursuant to that certain Mezzanine Loan Agreement, dated as of the date hereof (the "Mezzanine Loan Agreement"), between HYW Mezzanine, as borrower, and Granite Peak, as lender.

The transactions described in clauses (a) and (b) above are referred to herein collectively as the "Transaction."

This opinion letter is being delivered to you pursuant to the requirements of Section 4.1(e)(iii) of the Mortgage Loan Agreement and Section 4.1(d)(iii) of the Mezzanine Loan Agreement, in each case as a condition precedent to the closing of the Transaction on the date hereof (the "Closing Date"). This opinion letter addresses solely matters of Delaware law pertaining to the organization, existence, good standing, power, authority, and authorization of the Covered Entities as Delaware limited liability companies.

Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Mortgage Loan Agreement or the Mezzanine Loan Agreement, as applicable. Where a term is defined in both the Mortgage Loan Agreement and the Mezzanine Loan Agreement, the definition in the Mortgage Loan Agreement shall control for purposes of this opinion letter unless the context otherwise requires.

II. 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, records, certificates, and instruments:

1. The Certificate of Formation of Hudson Yards West Mortgage LLC, as filed with the Secretary of State of the State of Delaware (the "Delaware Secretary") on March 12, 2024, together with all amendments and restatements thereto filed with the Delaware Secretary through the date hereof (collectively, the "HYW Mortgage Certificate of Formation").

2. The Amended and Restated Limited Liability Company Agreement of Hudson Yards West Mortgage LLC, dated as of April 8, 2024, as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement dated as of May 30, 2025 (as so amended, the "Mortgage Borrower LLC Agreement"), including all schedules and exhibits thereto.

3. The Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Delaware Secretary on March 12, 2024, together with all amendments and restatements thereto filed with the Delaware Secretary through the date hereof (collectively, the "HYW Mezzanine Certificate of Formation").

4. The Amended and Restated Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC, dated as of April 8, 2024, as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement dated as of May 30, 2025 (as so amended, the "Mezzanine Borrower LLC Agreement," and together with the Mortgage Borrower LLC Agreement, the "LLC Agreements"), including all schedules and exhibits thereto.

5. A Certificate of Good Standing for HYW Mortgage, issued by the Delaware Secretary on June 10, 2025 (the "HYW Mortgage Good Standing Certificate").

6. A Certificate of Good Standing for HYW Mezzanine, issued by the Delaware Secretary on June 10, 2025 (the "HYW Mezzanine Good Standing Certificate," and together with the HYW Mortgage Good Standing Certificate, the "Good Standing Certificates").

7. The Mortgage Loan Agreement, dated as of the date hereof, among HYW Mortgage, as borrower, the Agent, and the Mortgage Lenders.

8. The Mezzanine Loan Agreement, dated as of the date hereof, between HYW Mezzanine, as borrower, and Granite Peak, as lender.

9. The Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date hereof (the "Mortgage"), executed by HYW Mortgage, as mortgagor, in favor of the Agent, for the benefit of the Mortgage Lenders, encumbering certain real property located at 450 West 34th Street, New York, New York 10001 (the "Property").

10. The Mezzanine Pledge and Security Agreement, dated as of the date hereof (the "Mezzanine Pledge Agreement"), executed by HYW Mezzanine in favor of Granite Peak, pledging HYW Mezzanine's one hundred percent (100%) membership interest in HYW Mortgage as collateral for the Mezzanine Loan.

11. The Guaranty Agreement, dated as of the date hereof, executed by MTDC in favor of the Agent, for the benefit of the Mortgage Lenders, guaranteeing certain obligations of HYW Mortgage under the Mortgage Loan Agreement (the "Mortgage Guaranty"), and the Guaranty Agreement, dated as of the date hereof, executed by MTDC in favor of Granite Peak, guaranteeing certain obligations of HYW Mezzanine under the Mezzanine Loan Agreement (the "Mezzanine Guaranty," and together with the Mortgage Guaranty, the "Guaranty Agreements").

12. Each other Loan Document (as defined in each of the Mortgage Loan Agreement and the Mezzanine Loan Agreement, respectively) executed by either Covered Entity on the Closing Date, including, without limitation, the Environmental Indemnity Agreements, the Assignment of Management Agreement, the Cash Management Agreement, the Subordination, Non-Disturbance and Attornment Agreements, and all certificates, notices, and other ancillary instruments delivered in connection therewith (items 7 through 12 above are referred to herein collectively as the "Transaction Documents").

13. The written consent of MTDC, as the sole member of HYW Mortgage, dated as of June 12, 2025, authorizing the execution, delivery, and performance by HYW Mortgage of the Transaction Documents to which it is a party, and the written consent of MTDC (or its designee), as the sole member of HYW Mezzanine, dated as of June 12, 2025, authorizing the execution, delivery, and performance by HYW Mezzanine of the Transaction Documents to which it is a party (collectively, the "Authorizing Resolutions").

14. The incumbency certificate of HYW Mortgage, dated as of the date hereof, and the incumbency certificate of HYW Mezzanine, dated as of the date hereof, each certifying as to the names, titles, and specimen signatures of the authorized signatories of such Covered Entity (collectively, the "Incumbency Certificates").

15. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of the opinions set forth herein, including searches of the records of the Delaware Secretary with respect to each Covered Entity.

The documents listed in items 1 through 15 above are referred to collectively herein as the "Reviewed Documents."

III. Assumptions

In rendering the opinions set forth herein, we have, with your permission and without independent investigation or verification, assumed the following:

1. All signatures on all documents reviewed by us (other than the signatures of authorized representatives of the Covered Entities and of MTDC, as to which we have made independent inquiry) are genuine and were made by persons with legal capacity to execute such documents.

2. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (including facsimile, electronic, and photostatic copies) conform in all material respects to the originals thereof. All documents executed in counterparts constitute one and the same instrument.

3. Each natural person who executed any document reviewed by us had, at the time of such execution, the legal capacity and competence to do so, and each such person who purported to act in a representative capacity was duly authorized to act in such capacity.

4. Each party to the Transaction Documents (other than the Covered Entities, as to which the opinions set forth herein are rendered) has been duly organized or formed and is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite power, authority, and legal right to execute, deliver, and perform its obligations under each Transaction Document to which such party is a signatory. The execution, delivery, and performance of each Transaction Document by each party thereto (other than the Covered Entities) has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action, and each Transaction Document has been duly executed and delivered by each such party.

5. Each Transaction Document and each other document reviewed by us constitutes the legal, valid, and binding obligation of each party thereto (other than the Covered Entities, as to which this opinion letter speaks), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

6. All factual matters set forth in the certificates, affidavits, written consents, and other instruments of officers, managers, members, or authorized persons of the Covered Entities and of MTDC, including but not limited to the Authorizing Resolutions and the Incumbency Certificates, upon which we have relied in rendering the opinions expressed herein, are true, correct, and complete in all material respects as of the date of such certificates, affidavits, consents, and instruments and as of the date hereof.

7. Each Covered Entity has at all times since its respective date of formation been operated and maintained in accordance with and in compliance with the terms and provisions of its Certificate of Formation and its LLC Agreement, including, without limitation, all separateness and special purpose entity provisions contained therein.

8. All filing fees, franchise taxes, and other amounts due and payable by each Covered Entity to the State of Delaware, including annual franchise tax payments required under Chapter 18 of Title 6 of the Delaware Code, have been duly and timely paid through the date hereof and will continue to be paid when due.

9. No action has been taken, nor has any event occurred, since the respective dates of the Good Standing Certificates that would result in the dissolution, winding up, cancellation, revocation, or termination of either Covered Entity, or that would impair the good standing status of either Covered Entity under Delaware law.

10. The Transaction Documents as executed and delivered on the Closing Date accurately and completely reflect the agreement among the parties thereto with respect to the subject matters addressed therein, and no oral or written agreements, understandings, or side letters exist that modify, amend, supplement, or conflict with any provision of the Transaction Documents as delivered to us for review.

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:

Opinion 1 — Due Formation (HYW Mortgage). Hudson Yards West Mortgage LLC is a limited liability company that has been duly formed under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the "DLLCA"), by the filing of its Certificate of Formation with the Delaware Secretary in accordance with Section 18-201 of the DLLCA.

Opinion 2 — Due Formation (HYW Mezzanine). Hudson Yards West Mezzanine LLC is a limited liability company that has been duly formed under the DLLCA by the filing of its Certificate of Formation with the Delaware Secretary in accordance with Section 18-201 of the DLLCA.

Opinion 3 — Valid Existence (HYW Mortgage). HYW Mortgage is validly existing as a limited liability company in good standing under the DLLCA. The existence of HYW Mortgage as a separate legal entity has not been terminated, cancelled, or revoked, and no certificate of cancellation has been filed with respect to HYW Mortgage with the Delaware Secretary.

Opinion 4 — Valid Existence (HYW Mezzanine). HYW Mezzanine is validly existing as a limited liability company in good standing under the DLLCA. The existence of HYW Mezzanine as a separate legal entity has not been terminated, cancelled, or revoked, and no certificate of cancellation has been filed with respect to HYW Mezzanine with the Delaware Secretary.

Opinion 5 — Good Standing (HYW Mortgage). Based solely upon our review of the HYW Mortgage Good Standing Certificate issued by the Delaware Secretary on June 10, 2025, a copy of which is attached hereto as Exhibit A-1, HYW Mortgage is in good standing under the laws of the State of Delaware as of the date of such certificate. For purposes of this opinion, "good standing" means only that, as of the date of the HYW Mortgage Good Standing Certificate, HYW Mortgage had filed its Certificate of Formation with the Delaware Secretary, such Certificate of Formation had not been cancelled, and all franchise taxes then due and payable by HYW Mortgage to the State of Delaware had been paid.

Opinion 6 — Good Standing (HYW Mezzanine). Based solely upon our review of the HYW Mezzanine Good Standing Certificate issued by the Delaware Secretary on June 10, 2025, a copy of which is attached hereto as Exhibit A-2, HYW Mezzanine is in good standing under the laws of the State of Delaware as of the date of such certificate. For purposes of this opinion, "good standing" means only that, as of the date of the HYW Mezzanine Good Standing Certificate, HYW Mezzanine had filed its Certificate of Formation with the Delaware Secretary, such Certificate of Formation had not been cancelled, and all franchise taxes then due and payable by HYW Mezzanine to the State of Delaware had been paid.

Opinion 7 — Power and Authority (HYW Mortgage). HYW Mortgage has the limited liability company power and authority under the DLLCA and the Mortgage Borrower LLC Agreement to:

(a) own, lease, and operate its properties and assets, including the Property located at 450 West 34th Street, New York, New York 10001;

(b) conduct its business as presently conducted and as contemplated by the Transaction Documents; and

Opinion 8 — Power and Authority (HYW Mezzanine). HYW Mezzanine has the limited liability company power and authority under the DLLCA and the Mezzanine Borrower LLC Agreement to:

(a) own, hold, and dispose of its one hundred percent (100%) membership interest in HYW Mortgage and any other assets permitted to be held pursuant to the Mezzanine Borrower LLC Agreement;

(b) conduct its business as presently conducted and as contemplated by the Transaction Documents; and

Opinion 9 — Due Authorization (HYW Mortgage). The execution, delivery, and performance by HYW Mortgage of each Transaction Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of HYW Mortgage, including the requisite action of its sole member, MTDC (or its designee), in accordance with the provisions of the Mortgage Borrower LLC Agreement and the DLLCA. No further approval, consent, or authorization of any member, manager, officer, independent director, or other person is required under the Mortgage Borrower LLC Agreement or the DLLCA in connection with the execution, delivery, and performance by HYW Mortgage of the Transaction Documents.

Opinion 10 — Due Authorization (HYW Mezzanine). The execution, delivery, and performance by HYW Mezzanine of each Transaction Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of HYW Mezzanine, including the requisite action of its sole member, in accordance with the provisions of the Mezzanine Borrower LLC Agreement and the DLLCA. No further approval, consent, or authorization of any member, manager, officer, independent director, or other person is required under the Mezzanine Borrower LLC Agreement or the DLLCA in connection with the execution, delivery, and performance by HYW Mezzanine of the Transaction Documents.

Opinion 11 — Due Execution and Delivery. Each Transaction Document to which either Covered Entity is a party has been duly executed and delivered by such Covered Entity. The individuals who executed the Transaction Documents on behalf of each Covered Entity were, at the time of such execution, duly authorized to do so by all necessary limited liability company action, and the signatures of such individuals on the Transaction Documents are genuine and were affixed with the intent to authenticate such documents.

Opinion 12 — No Contravention of Organizational Documents. The execution, delivery, and performance of the Transaction Documents by each Covered Entity do not and will not:

(a) violate, conflict with, or result in a breach of, or constitute a default (with or without notice or lapse of time, or both) under, any provision of such Covered Entity's Certificate of Formation or LLC Agreement; or

(b) result in the creation or imposition of any lien, charge, encumbrance, security interest, pledge, or other restriction on any assets of such Covered Entity, other than the liens, security interests, and encumbrances intentionally created in favor of the Agent, the Mortgage Lenders, or Granite Peak, as applicable, pursuant to the express terms of the Transaction Documents.

Opinion 13 — No Contravention of Delaware Law. The execution, delivery, and performance of the Transaction Documents by each Covered Entity do not and will not violate any provision of the DLLCA or, to the extent constituting Delaware statutory law of general applicability to Delaware limited liability companies, any other Delaware statutory law. We note that this opinion is limited solely to the DLLCA and such other Delaware statutory law of general applicability and does not address compliance with any other laws, rules, regulations, orders, or judicial or administrative decrees of any kind.

Opinion 14 — SPE Status. Based upon our review of the LLC Agreements, each Covered Entity's respective LLC Agreement contains provisions customarily required by institutional mortgage lenders and mezzanine lenders in securitized and syndicated commercial real estate finance transactions to maintain such entity's status as a "special purpose entity" or "special purpose bankruptcy remote entity" under Delaware law, including the following provisions (as applicable to each Covered Entity):

(a) Separateness Covenants. Each LLC Agreement requires the applicable Covered Entity to maintain its separate existence and identity from its member(s) and affiliates, including by (i) holding itself out to the public and all other persons as a legal entity separate and distinct from any other person, (ii) conducting business in its own name, (iii) maintaining separate stationery, invoices, and other business forms, and (iv) correcting any known misunderstanding regarding its separate identity.

(b) Restrictions on Additional Indebtedness. Each LLC Agreement restricts the applicable Covered Entity from incurring any indebtedness or obligations other than those expressly permitted under the applicable Loan Documents and the LLC Agreement itself.

(c) Independent Director/Manager Requirements. Each LLC Agreement provides for at least one (1) independent director or independent manager (as applicable) who is not an affiliate, member, manager, officer, employee, or creditor of the applicable Covered Entity or of any of its affiliates (other than as an independent director or manager of another special purpose entity affiliated with such Covered Entity). Each LLC Agreement further provides that the affirmative vote or written consent of such independent director or manager is required prior to the filing of any voluntary petition for bankruptcy, insolvency, reorganization, or similar proceeding by or on behalf of the applicable Covered Entity, or the taking of any action that would cause such entity to become insolvent.

(d) Limitations on Dissolution. Each LLC Agreement provides that the applicable Covered Entity shall not be dissolved or terminated except in accordance with the provisions of the LLC Agreement and the DLLCA, and that neither the member(s) nor any other person may cause the dissolution, liquidation, or winding up of the applicable Covered Entity without the prior written consent of the independent director or manager referenced in clause (c) above.

(e) Maintenance of Separate Books, Records, Bank Accounts, and Financial Statements. Each LLC Agreement requires the applicable Covered Entity to maintain its own separate books of account, records, and bank accounts, and to prepare and maintain its own financial statements, separate and apart from those of any affiliate or other person.

(f) Prohibitions on Commingling of Assets. Each LLC Agreement prohibits the applicable Covered Entity from commingling its assets with the assets of any affiliate, member, manager, or other person, and requires that the funds of the applicable Covered Entity not be made available to pay the debts or obligations of any other person.

We express no opinion, however, as to whether compliance with such provisions would, under any particular set of facts and circumstances, be sufficient to cause a court to disregard the separate existence of either Covered Entity or to refuse to consolidate the assets and liabilities of either Covered Entity with those of any other person in a bankruptcy, insolvency, or similar proceeding.

V. Qualifications and Limitations

The opinions expressed herein are subject to the following qualifications and limitations:

1. The opinions expressed herein are limited solely to the DLLCA and applicable Delaware statutory law of general applicability to Delaware limited liability companies, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, federal law, the laws of the State of New York, or the laws of any other state, territory, or foreign jurisdiction. We are members of the bar of the State of New York and, for purposes of this opinion letter, are opining on matters of Delaware law based upon our review of the relevant statutory provisions of the DLLCA and other applicable Delaware statutes, and not upon the basis of any expertise in, or comprehensive review of, Delaware law generally.

2. No opinion is expressed herein as to the enforceability, validity, or binding effect of any Transaction Document or any provision thereof against any Covered Entity or any other party thereto. Such opinions, if any, are addressed in separate opinion letters delivered by this Firm or by other counsel in connection with the closing of the Transaction on the date hereof.

3. No opinion is expressed herein as to compliance by any Covered Entity or any other person with the securities laws of the State of Delaware, or with the securities or "blue sky" laws of any other jurisdiction, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules or regulations promulgated thereunder.

4. No opinion is expressed herein as to the effect of any bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, fraudulent transfer, preferential transfer, or similar laws now or hereafter in effect affecting the rights and remedies of creditors generally or the enforcement of creditors' rights, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any comparable state or federal statute or common law doctrine.

5. The opinions expressed herein as to the good standing of each Covered Entity are based solely upon the Good Standing Certificates obtained from the Delaware Secretary and referenced in Section II above. As noted in Opinions 5 and 6, "good standing" in Delaware, as evidenced by a certificate of good standing issued by the Delaware Secretary, means only that, as of the date of such certificate, the applicable entity has filed its Certificate of Formation with the Delaware Secretary, such Certificate of Formation has not been cancelled, and all franchise taxes then due and payable by such entity to the State of Delaware have been duly paid. A certificate of good standing from the Delaware Secretary does not address, and we express no opinion regarding, any other aspect of an entity's status, compliance, or standing under Delaware or any other law.

6. No opinion is expressed herein regarding the qualification (or the need for qualification) of either Covered Entity to transact business as a foreign limited liability company in any jurisdiction other than the State of Delaware, including, without limitation, the State of New York. We understand that opinions regarding the qualification of the Covered Entities to transact business in the State of New York are being delivered by separate counsel in connection with the closing of the Transaction.

7. No opinion is expressed herein as to any matter of fact, including, without limitation, whether either Covered Entity has conducted, is now conducting, or will in the future conduct its business in compliance with its Certificate of Formation, its LLC Agreement, or any applicable law, rule, regulation, order, or decree. To the extent that any opinion expressed herein is based on factual matters, we have relied, without independent investigation or verification, on the certificates, representations, and other documents described in Sections II and III above.

8. This opinion letter speaks only as of the date hereof. We assume no obligation, and hereby disclaim any obligation, to advise you or any other person of any change of law or fact, or any development of which we become aware after the date hereof, that might affect the opinions expressed herein, regardless of whether such change or development would cause us to modify, qualify, or withdraw any opinion expressed herein if we were rendering such opinion on the date of such change or development.

VI. Reliance and Benefit

This opinion letter is rendered solely for the benefit of the addressees hereto, namely Ironclad National Bank, N.A., in its capacity as Administrative Agent, Granite Peak Capital Partners, LP, and each of the Mortgage Lenders from time to time party to the Mortgage Loan Agreement, together with their respective successors and permitted assigns under the Transaction Documents, including any future holder of the Senior Mortgage Loan or the Mezzanine Loan (whether as a participant, assignee, transferee, or otherwise), in each case solely in connection with the Transaction described herein. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of this Firm.

Notwithstanding the foregoing, each of the following law firms may rely on this opinion letter as if it were addressed directly to such firm in its representative capacity: (a) Clearfield & Associates LLP, in its capacity as counsel to the Agent and the Mortgage Lenders; and (b) Voss Richter & Baines LLP, in its capacity as counsel to Granite Peak. Such reliance is limited to reliance in the representative capacities described above and does not extend to any reliance by such firms in any personal or proprietary capacity.

This opinion letter may not be quoted in whole or in part, summarized, paraphrased, or filed with any governmental authority, or otherwise referred to or disclosed to any person not entitled to rely hereon, without the prior written consent of this Firm, except: (a) as may be required by applicable law, rule, or regulation (including any rule or regulation of any securities exchange or self-regulatory organization having jurisdiction over any addressee); (b) in connection with the enforcement of any Transaction Document or the exercise of remedies thereunder; or (c) in connection with any examination, audit, or review by any regulatory authority having jurisdiction over any addressee.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild, Partner

EXHIBIT A

CERTIFICATES OF GOOD STANDING

The following Certificates of Good Standing, obtained from the Secretary of State of the State of Delaware, are attached hereto and incorporated by reference into the foregoing opinion letter:

Exhibit A-1: Certificate of Good Standing for Hudson Yards West Mortgage LLC, issued by the Secretary of State of the State of Delaware, dated June 10, 2025.

Exhibit A-2: Certificate of Good Standing for Hudson Yards West Mezzanine LLC, issued by the Secretary of State of the State of Delaware, dated June 10, 2025.

Certified copies of the foregoing Certificates of Good Standing follow this page.

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 55th Floor New York, New York 10006
Telephone: (212) 506-3000 Facsimile: (212) 506-3001 www.calderwoodharkness.com
June 15, 2025
Ironclad National Bank, N.A., as Administrative Agent 277 Park Avenue New York, New York 10172
Attention: Kenneth Pryor, Managing Director, RE Finance
Granite Peak Capital Partners, LP 9 West 57th Street, Suite 4200 New York, New York 10019
Attention: Diane Castellano, Managing Partner
Each lender in the Mortgage Loan syndicate from time to time party to the Mortgage Loan Agreement (as defined below) (collectively, the "Mortgage Lenders")
Re: Delaware Entity Opinion — Hudson Yards West Mortgage LLC and Hudson Yards West Mezzanine LLC; Senior Mortgage Loan ($475,000,000) and Mezzanine Loan ($200,000,000) — 450 West 34th Street, New York, New York 10001
Ladies and Gentlemen:
I. Introduction and Context
We have acted as counsel to Metropolitan Transit Development Corp., a Delaware corporation ("MTDC"), Hudson Yards West Mortgage LLC, a Delaware limited liability company ("HYW Mortgage" or the "Mortgage Borrower"), and Hudson Yards West Mezzanine LLC, a Delaware limited liability company ("HYW Mezzanine" or the "Mezzanine Borrower," and together with HYW Mortgage, the "Covered Entities"), in connection with:
(a) the Senior Mortgage Loan in the original principal amount of Four Hundred Seventy-Five Million Dollars ($475,000,000) made by the Mortgage Lenders to HYW Mortgage pursuant to that certain Mortgage Loan Agreement, dated as of the date hereof (the "Mortgage Loan Agreement"), among HYW Mortgage, as borrower, Ironclad National Bank, N.A., as administrative agent (in such capacity, the "Agent"), and the Mortgage Lenders from time to time party thereto; and
(b) the Mezzanine Loan in the original principal amount of Two Hundred Million Dollars ($200,000,000) made by Granite Peak Capital Partners, LP ("Granite Peak") to HYW Mezzanine pursuant to that certain Mezzanine Loan Agreement, dated as of the date hereof (the "Mezzanine Loan Agreement"), between HYW Mezzanine, as borrower, and Granite Peak, as lender.
The transactions described in clauses (a) and (b) above are referred to herein collectively as the "Transaction."
This opinion letter is being delivered to you pursuant to the requirements of Section 4.1(e)(iii) of the Mortgage Loan Agreement and Section 4.1(d)(iii) of the Mezzanine Loan Agreement, in each case as a condition precedent to the closing of the Transaction on the date hereof (the "Closing Date"). This opinion letter addresses solely matters of Delaware law pertaining to the organization, existence, good standing, power, authority, and authorization of the Covered Entities as Delaware limited liability companies.
Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Mortgage Loan Agreement or the Mezzanine Loan Agreement, as applicable. Where a term is defined in both the Mortgage Loan Agreement and the Mezzanine Loan Agreement, the definition in the Mortgage Loan Agreement shall control for purposes of this opinion letter unless the context otherwise requires.
II. 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, records, certificates, and instruments:
1.  The Certificate of Formation of Hudson Yards West Mortgage LLC, as filed with the Secretary of State of the State of Delaware (the "Delaware Secretary") on March 12, 2024, together with all amendments and restatements thereto filed with the Delaware Secretary through the date hereof (collectively, the "HYW Mortgage Certificate of Formation").
2.  The Amended and Restated Limited Liability Company Agreement of Hudson Yards West Mortgage LLC, dated as of April 8, 2024, as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement dated as of May 30, 2025 (as so amended, the "Mortgage Borrower LLC Agreement"), including all schedules and exhibits thereto.
3.  The Certificate of Formation of Hudson Yards West Mezzanine LLC, as filed with the Delaware Secretary on March 12, 2024, together with all amendments and restatements thereto filed with the Delaware Secretary through the date hereof (collectively, the "HYW Mezzanine Certificate of Formation").
4.  The Amended and Restated Limited Liability Company Agreement of Hudson Yards West Mezzanine LLC, dated as of April 8, 2024, as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement dated as of May 30, 2025 (as so amended, the "Mezzanine Borrower LLC Agreement," and together with the Mortgage Borrower LLC Agreement, the "LLC Agreements"), including all schedules and exhibits thereto.
5.  A Certificate of Good Standing for HYW Mortgage, issued by the Delaware Secretary on June 10, 2025 (the "HYW Mortgage Good Standing Certificate").
6.  A Certificate of Good Standing for HYW Mezzanine, issued by the Delaware Secretary on June 10, 2025 (the "HYW Mezzanine Good Standing Certificate," and together with the HYW Mortgage Good Standing Certificate, the "Good Standing Certificates").
7.  The Mortgage Loan Agreement, dated as of the date hereof, among HYW Mortgage, as borrower, the Agent, and the Mortgage Lenders.
8.  The Mezzanine Loan Agreement, dated as of the date hereof, between HYW Mezzanine, as borrower, and Granite Peak, as lender.
9.  The Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date hereof (the "Mortgage"), executed by HYW Mortgage, as mortgagor, in favor of the Agent, for the benefit of the Mortgage Lenders, encumbering certain real property located at 450 West 34th Street, New York, New York 10001 (the "Property").
10.  The Mezzanine Pledge and Security Agreement, dated as of the date hereof (the "Mezzanine Pledge Agreement"), executed by HYW Mezzanine in favor of Granite Peak, pledging HYW Mezzanine's one hundred percent (100%) membership interest in HYW Mortgage as collateral for the Mezzanine Loan.
11.  The Guaranty Agreement, dated as of the date hereof, executed by MTDC in favor of the Agent, for the benefit of the Mortgage Lenders, guaranteeing certain obligations of HYW Mortgage under the Mortgage Loan Agreement (the "Mortgage Guaranty"), and the Guaranty Agreement, dated as of the date hereof, executed by MTDC in favor of Granite Peak, guaranteeing certain obligations of HYW Mezzanine under the Mezzanine Loan Agreement (the "Mezzanine Guaranty," and together with the Mortgage Guaranty, the "Guaranty Agreements").
12.  Each other Loan Document (as defined in each of the Mortgage Loan Agreement and the Mezzanine Loan Agreement, respectively) executed by either Covered Entity on the Closing Date, including, without limitation, the Environmental Indemnity Agreements, the Assignment of Management Agreement, the Cash Management Agreement, the Subordination, Non-Disturbance and Attornment Agreements, and all certificates, notices, and other ancillary instruments delivered in connection therewith (items 7 through 12 above are referred to herein collectively as the "Transaction Documents").
13.  The written consent of MTDC, as the sole member of HYW Mortgage, dated as of June 12, 2025, authorizing the execution, delivery, and performance by HYW Mortgage of the Transaction Documents to which it is a party, and the written consent of MTDC (or its designee), as the sole member of HYW Mezzanine, dated as of June 12, 2025, authorizing the execution, delivery, and performance by HYW Mezzanine of the Transaction Documents to which it is a party (collectively, the "Authorizing Resolutions").
14.  The incumbency certificate of HYW Mortgage, dated as of the date hereof, and the incumbency certificate of HYW Mezzanine, dated as of the date hereof, each certifying as to the names, titles, and specimen signatures of the authorized signatories of such Covered Entity (collectively, the "Incumbency Certificates").
15.  Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of the opinions set forth herein, including searches of the records of the Delaware Secretary with respect to each Covered Entity.
The documents listed in items 1 through 15 above are referred to collectively herein as the "Reviewed Documents."
III. Assumptions
In rendering the opinions set forth herein, we have, with your permission and without independent investigation or verification, assumed the following:
1.  All signatures on all documents reviewed by us (other than the signatures of authorized representatives of the Covered Entities and of MTDC, as to which we have made independent inquiry) are genuine and were made by persons with legal capacity to execute such documents.
2.  All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (including facsimile, electronic, and photostatic copies) conform in all material respects to the originals thereof. All documents executed in counterparts constitute one and the same instrument.
3.  Each natural person who executed any document reviewed by us had, at the time of such execution, the legal capacity and competence to do so, and each such person who purported to act in a representative capacity was duly authorized to act in such capacity.
4.  Each party to the Transaction Documents (other than the Covered Entities, as to which the opinions set forth herein are rendered) has been duly organized or formed and is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite power, authority, and legal right to execute, deliver, and perform its obligations under each Transaction Document to which such party is a signatory. The execution, delivery, and performance of each Transaction Document by each party thereto (other than the Covered Entities) has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action, and each Transaction Document has been duly executed and delivered by each such party.
5.  Each Transaction Document and each other document reviewed by us constitutes the legal, valid, and binding obligation of each party thereto (other than the Covered Entities, as to which this opinion letter speaks), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
6.  All factual matters set forth in the certificates, affidavits, written consents, and other instruments of officers, managers, members, or authorized persons of the Covered Entities and of MTDC, including but not limited to the Authorizing Resolutions and the Incumbency Certificates, upon which we have relied in rendering the opinions expressed herein, are true, correct, and complete in all material respects as of the date of such certificates, affidavits, consents, and instruments and as of the date hereof.
7.  Each Covered Entity has at all times since its respective date of formation been operated and maintained in accordance with and in compliance with the terms and provisions of its Certificate of Formation and its LLC Agreement, including, without limitation, all separateness and special purpose entity provisions contained therein.
8.  All filing fees, franchise taxes, and other amounts due and payable by each Covered Entity to the State of Delaware, including annual franchise tax payments required under Chapter 18 of Title 6 of the Delaware Code, have been duly and timely paid through the date hereof and will continue to be paid when due.
9.  No action has been taken, nor has any event occurred, since the respective dates of the Good Standing Certificates that would result in the dissolution, winding up, cancellation, revocation, or termination of either Covered Entity, or that would impair the good standing status of either Covered Entity under Delaware law.
10.  The Transaction Documents as executed and delivered on the Closing Date accurately and completely reflect the agreement among the parties thereto with respect to the subject matters addressed therein, and no oral or written agreements, understandings, or side letters exist that modify, amend, supplement, or conflict with any provision of the Transaction Documents as delivered to us for review.
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:
Opinion 1 — Due Formation (HYW Mortgage). Hudson Yards West Mortgage LLC is a limited liability company that has been duly formed under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the "DLLCA"), by the filing of its Certificate of Formation with the Delaware Secretary in accordance with Section 18-201 of the DLLCA.
Opinion 2 — Due Formation (HYW Mezzanine). Hudson Yards West Mezzanine LLC is a limited liability company that has been duly formed under the DLLCA by the filing of its Certificate of Formation with the Delaware Secretary in accordance with Section 18-201 of the DLLCA.
Opinion 3 — Valid Existence (HYW Mortgage). HYW Mortgage is validly existing as a limited liability company in good standing under the DLLCA. The existence of HYW Mortgage as a separate legal entity has not been terminated, cancelled, or revoked, and no certificate of cancellation has been filed with respect to HYW Mortgage with the Delaware Secretary.
Opinion 4 — Valid Existence (HYW Mezzanine). HYW Mezzanine is validly existing as a limited liability company in good standing under the DLLCA. The existence of HYW Mezzanine as a separate legal entity has not been terminated, cancelled, or revoked, and no certificate of cancellation has been filed with respect to HYW Mezzanine with the Delaware Secretary.
Opinion 5 — Good Standing (HYW Mortgage). Based solely upon our review of the HYW Mortgage Good Standing Certificate issued by the Delaware Secretary on June 10, 2025, a copy of which is attached hereto as Exhibit A-1, HYW Mortgage is in good standing under the laws of the State of Delaware as of the date of such certificate. For purposes of this opinion, "good standing" means only that, as of the date of the HYW Mortgage Good Standing Certificate, HYW Mortgage had filed its Certificate of Formation with the Delaware Secretary, such Certificate of Formation had not been cancelled, and all franchise taxes then due and payable by HYW Mortgage to the State of Delaware had been paid.
Opinion 6 — Good Standing (HYW Mezzanine). Based solely upon our review of the HYW Mezzanine Good Standing Certificate issued by the Delaware Secretary on June 10, 2025, a copy of which is attached hereto as Exhibit A-2, HYW Mezzanine is in good standing under the laws of the State of Delaware as of the date of such certificate. For purposes of this opinion, "good standing" means only that, as of the date of the HYW Mezzanine Good Standing Certificate, HYW Mezzanine had filed its Certificate of Formation with the Delaware Secretary, such Certificate of Formation had not been cancelled, and all franchise taxes then due and payable by HYW Mezzanine to the State of Delaware had been paid.
Opinion 7 — Power and Authority (HYW Mortgage). HYW Mortgage has the limited liability company power and authority under the DLLCA and the Mortgage Borrower LLC Agreement to:
(a) own, lease, and operate its properties and assets, including the Property located at 450 West 34th Street, New York, New York 10001;
(b) conduct its business as presently conducted and as contemplated by the Transaction Documents; and
(c) execute, deliver, and perform its obligations under each Transaction Document to which it is a party.
Opinion 8 — Power and Authority (HYW Mezzanine). HYW Mezzanine has the limited liability company power and authority under the DLLCA and the Mezzanine Borrower LLC Agreement to:
(a) own, hold, and dispose of its one hundred percent (100%) membership interest in HYW Mortgage and any other assets permitted to be held pursuant to the Mezzanine Borrower LLC Agreement;
(b) conduct its business as presently conducted and as contemplated by the Transaction Documents; and
(c) execute, deliver, and perform its obligations under each Transaction Document to which it is a party.
Opinion 9 — Due Authorization (HYW Mortgage). The execution, delivery, and performance by HYW Mortgage of each Transaction Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of HYW Mortgage, including the requisite action of its sole member, MTDC (or its designee), in accordance with the provisions of the Mortgage Borrower LLC Agreement and the DLLCA. No further approval, consent, or authorization of any member, manager, officer, independent director, or other person is required under the Mortgage Borrower LLC Agreement or the DLLCA in connection with the execution, delivery, and performance by HYW Mortgage of the Transaction Documents.
Opinion 10 — Due Authorization (HYW Mezzanine). The execution, delivery, and performance by HYW Mezzanine of each Transaction Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of HYW Mezzanine, including the requisite action of its sole member, in accordance with the provisions of the Mezzanine Borrower LLC Agreement and the DLLCA. No further approval, consent, or authorization of any member, manager, officer, independent director, or other person is required under the Mezzanine Borrower LLC Agreement or the DLLCA in connection with the execution, delivery, and performance by HYW Mezzanine of the Transaction Documents.
Opinion 11 — Due Execution and Delivery. Each Transaction Document to which either Covered Entity is a party has been duly executed and delivered by such Covered Entity. The individuals who executed the Transaction Documents on behalf of each Covered Entity were, at the time of such execution, duly authorized to do so by all necessary limited liability company action, and the signatures of such individuals on the Transaction Documents are genuine and were affixed with the intent to authenticate such documents.
Opinion 12 — No Contravention of Organizational Documents. The execution, delivery, and performance of the Transaction Documents by each Covered Entity do not and will not:
(a) violate, conflict with, or result in a breach of, or constitute a default (with or without notice or lapse of time, or both) under, any provision of such Covered Entity's Certificate of Formation or LLC Agreement; or
(b) result in the creation or imposition of any lien, charge, encumbrance, security interest, pledge, or other restriction on any assets of such Covered Entity, other than the liens, security interests, and encumbrances intentionally created in favor of the Agent, the Mortgage Lenders, or Granite Peak, as applicable, pursuant to the express terms of the Transaction Documents.
Opinion 13 — No Contravention of Delaware Law. The execution, delivery, and performance of the Transaction Documents by each Covered Entity do not and will not violate any provision of the DLLCA or, to the extent constituting Delaware statutory law of general applicability to Delaware limited liability companies, any other Delaware statutory law. We note that this opinion is limited solely to the DLLCA and such other Delaware statutory law of general applicability and does not address compliance with any other laws, rules, regulations, orders, or judicial or administrative decrees of any kind.
Opinion 14 — SPE Status. Based upon our review of the LLC Agreements, each Covered Entity's respective LLC Agreement contains provisions customarily required by institutional mortgage lenders and mezzanine lenders in securitized and syndicated commercial real estate finance transactions to maintain such entity's status as a "special purpose entity" or "special purpose bankruptcy remote entity" under Delaware law, including the following provisions (as applicable to each Covered Entity):
(a) Separateness Covenants. Each LLC Agreement requires the applicable Covered Entity to maintain its separate existence and identity from its member(s) and affiliates, including by (i) holding itself out to the public and all other persons as a legal entity separate and distinct from any other person, (ii) conducting business in its own name, (iii) maintaining separate stationery, invoices, and other business forms, and (iv) correcting any known misunderstanding regarding its separate identity.
(b) Restrictions on Additional Indebtedness. Each LLC Agreement restricts the applicable Covered Entity from incurring any indebtedness or obligations other than those expressly permitted under the applicable Loan Documents and the LLC Agreement itself.
(c) Independent Director/Manager Requirements. Each LLC Agreement provides for at least one (1) independent director or independent manager (as applicable) who is not an affiliate, member, manager, officer, employee, or creditor of the applicable Covered Entity or of any of its affiliates (other than as an independent director or manager of another special purpose entity affiliated with such Covered Entity). Each LLC Agreement further provides that the affirmative vote or written consent of such independent director or manager is required prior to the filing of any voluntary petition for bankruptcy, insolvency, reorganization, or similar proceeding by or on behalf of the applicable Covered Entity, or the taking of any action that would cause such entity to become insolvent.
(d) Limitations on Dissolution. Each LLC Agreement provides that the applicable Covered Entity shall not be dissolved or terminated except in accordance with the provisions of the LLC Agreement and the DLLCA, and that neither the member(s) nor any other person may cause the dissolution, liquidation, or winding up of the applicable Covered Entity without the prior written consent of the independent director or manager referenced in clause (c) above.
(e) Maintenance of Separate Books, Records, Bank Accounts, and Financial Statements. Each LLC Agreement requires the applicable Covered Entity to maintain its own separate books of account, records, and bank accounts, and to prepare and maintain its own financial statements, separate and apart from those of any affiliate or other person.
(f) Prohibitions on Commingling of Assets. Each LLC Agreement prohibits the applicable Covered Entity from commingling its assets with the assets of any affiliate, member, manager, or other person, and requires that the funds of the applicable Covered Entity not be made available to pay the debts or obligations of any other person.
We express no opinion, however, as to whether compliance with such provisions would, under any particular set of facts and circumstances, be sufficient to cause a court to disregard the separate existence of either Covered Entity or to refuse to consolidate the assets and liabilities of either Covered Entity with those of any other person in a bankruptcy, insolvency, or similar proceeding.
V. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
1.  The opinions expressed herein are limited solely to the DLLCA and applicable Delaware statutory law of general applicability to Delaware limited liability companies, in each case as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, federal law, the laws of the State of New York, or the laws of any other state, territory, or foreign jurisdiction. We are members of the bar of the State of New York and, for purposes of this opinion letter, are opining on matters of Delaware law based upon our review of the relevant statutory provisions of the DLLCA and other applicable Delaware statutes, and not upon the basis of any expertise in, or comprehensive review of, Delaware law generally.
2.  No opinion is expressed herein as to the enforceability, validity, or binding effect of any Transaction Document or any provision thereof against any Covered Entity or any other party thereto. Such opinions, if any, are addressed in separate opinion letters delivered by this Firm or by other counsel in connection with the closing of the Transaction on the date hereof.
3.  No opinion is expressed herein as to compliance by any Covered Entity or any other person with the securities laws of the State of Delaware, or with the securities or "blue sky" laws of any other jurisdiction, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any rules or regulations promulgated thereunder.
4.  No opinion is expressed herein as to the effect of any bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, fraudulent transfer, preferential transfer, or similar laws now or hereafter in effect affecting the rights and remedies of creditors generally or the enforcement of creditors' rights, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any comparable state or federal statute or common law doctrine.
5.  The opinions expressed herein as to the good standing of each Covered Entity are based solely upon the Good Standing Certificates obtained from the Delaware Secretary and referenced in Section II above. As noted in Opinions 5 and 6, "good standing" in Delaware, as evidenced by a certificate of good standing issued by the Delaware Secretary, means only that, as of the date of such certificate, the applicable entity has filed its Certificate of Formation with the Delaware Secretary, such Certificate of Formation has not been cancelled, and all franchise taxes then due and payable by such entity to the State of Delaware have been duly paid. A certificate of good standing from the Delaware Secretary does not address, and we express no opinion regarding, any other aspect of an entity's status, compliance, or standing under Delaware or any other law.
6.  No opinion is expressed herein regarding the qualification (or the need for qualification) of either Covered Entity to transact business as a foreign limited liability company in any jurisdiction other than the State of Delaware, including, without limitation, the State of New York. We understand that opinions regarding the qualification of the Covered Entities to transact business in the State of New York are being delivered by separate counsel in connection with the closing of the Transaction.
7.  No opinion is expressed herein as to any matter of fact, including, without limitation, whether either Covered Entity has conducted, is now conducting, or will in the future conduct its business in compliance with its Certificate of Formation, its LLC Agreement, or any applicable law, rule, regulation, order, or decree. To the extent that any opinion expressed herein is based on factual matters, we have relied, without independent investigation or verification, on the certificates, representations, and other documents described in Sections II and III above.
8.  This opinion letter speaks only as of the date hereof. We assume no obligation, and hereby disclaim any obligation, to advise you or any other person of any change of law or fact, or any development of which we become aware after the date hereof, that might affect the opinions expressed herein, regardless of whether such change or development would cause us to modify, qualify, or withdraw any opinion expressed herein if we were rendering such opinion on the date of such change or development.
VI. Reliance and Benefit
This opinion letter is rendered solely for the benefit of the addressees hereto, namely Ironclad National Bank, N.A., in its capacity as Administrative Agent, Granite Peak Capital Partners, LP, and each of the Mortgage Lenders from time to time party to the Mortgage Loan Agreement, together with their respective successors and permitted assigns under the Transaction Documents, including any future holder of the Senior Mortgage Loan or the Mezzanine Loan (whether as a participant, assignee, transferee, or otherwise), in each case solely in connection with the Transaction described herein. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of this Firm.
Notwithstanding the foregoing, each of the following law firms may rely on this opinion letter as if it were addressed directly to such firm in its representative capacity: (a) Clearfield & Associates LLP, in its capacity as counsel to the Agent and the Mortgage Lenders; and (b) Voss Richter & Baines LLP, in its capacity as counsel to Granite Peak. Such reliance is limited to reliance in the representative capacities described above and does not extend to any reliance by such firms in any personal or proprietary capacity.
This opinion letter may not be quoted in whole or in part, summarized, paraphrased, or filed with any governmental authority, or otherwise referred to or disclosed to any person not entitled to rely hereon, without the prior written consent of this Firm, except: (a) as may be required by applicable law, rule, or regulation (including any rule or regulation of any securities exchange or self-regulatory organization having jurisdiction over any addressee); (b) in connection with the enforcement of any Transaction Document or the exercise of remedies thereunder; or (c) in connection with any examination, audit, or review by any regulatory authority having jurisdiction over any addressee.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild, Partner
EXHIBIT A
CERTIFICATES OF GOOD STANDING
The following Certificates of Good Standing, obtained from the Secretary of State of the State of Delaware, are attached hereto and incorporated by reference into the foregoing opinion letter:
Exhibit A-1: Certificate of Good Standing for Hudson Yards West Mortgage LLC, issued by the Secretary of State of the State of Delaware, dated June 10, 2025.
Exhibit A-2: Certificate of Good Standing for Hudson Yards West Mezzanine LLC, issued by the Secretary of State of the State of Delaware, dated June 10, 2025.
Certified copies of the foregoing Certificates of Good Standing follow this page.

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

EXHIBIT A

CERTIFICATES OF GOOD STANDING

Record

Parties

Dates

Amounts