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tax-opinion-exhibit-8-1.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1750 K Street, N.W., Suite 800 Washington, D.C. 20006

Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

July 18, 2025

Board of Trustees Fairwater Real Estate Investment Trust 7200 Chesapeake Centre Drive, Suite 400 Annapolis, Maryland 21401

Re: Tax Opinion — Exhibit 8.1 to Registration Statement on Form S-3 (Registration No. 333-284519)

Ladies and Gentlemen:

We have acted as special tax counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Fairwater" or the "Company"), in connection with the filing of a registration statement on Form S-3 (Registration No. 333-284519) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement registers the offer and sale from time to time of up to $2,000,000,000 in aggregate offering price of securities, including common shares of beneficial interest, $0.01 par value per share ("Common Shares"), preferred shares of beneficial interest, $0.01 par value per share ("Preferred Shares"), senior and subordinated debt securities, depositary shares, warrants, and units (collectively, the "Securities").

The Registration Statement includes a base prospectus (the "Base Prospectus") that contains a discussion of the federal income tax consequences of the Company's election to be taxed as a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and of the purchase, ownership, and disposition of the Securities covered by the Registration Statement. The Company is listed on the New York Stock Exchange under the ticker symbol "FRWT" and is identified by SEC CIK Number 0001387204 and Standard Industrial Classification Code 6798.

The Company conducts substantially all of its operations through Fairwater Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"), of which the Company is the sole general partner. As of the date hereof, the Company owns approximately 96.3% of the outstanding common units of the Operating Partnership, representing 134,270,000 REIT-owned common units out of a total of 139,450,000 outstanding common units of limited partnership interest ("OP Units"). The remaining 5,180,000 OP Units are held by third-party limited partners. The Company's interest in the Operating Partnership constitutes substantially all of the Company's assets, and the Company's principal source of income is its allocable share of income earned by the Operating Partnership and its subsidiaries.

This opinion is being filed as Exhibit 8.1 to the Registration Statement. Unless otherwise defined herein, capitalized terms used in this opinion shall have the meanings ascribed to them in the Registration Statement and the Base Prospectus.

I. DOCUMENTS AND MATERIALS REVIEWED

In connection with the opinions rendered herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following documents, instruments, records, and other materials:

1. The Registration Statement on Form S-3, including the Base Prospectus and all exhibits thereto, as filed with the SEC on or about the date hereof;

2. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC (the "2024 Form 10-K"), including all exhibits and schedules thereto;

3. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC (the "Q1 2025 Form 10-Q"), including all exhibits and schedules thereto;

4. The Amended and Restated Declaration of Trust of the Company, as currently in effect, pursuant to which the Company was organized under the laws of the State of Maryland (the "Declaration of Trust");

5. The Amended and Restated Bylaws of the Company, as currently in effect (the "Bylaws");

6. The Agreement of Limited Partnership of Fairwater Operating Partnership, L.P., as amended through the date hereof (the "Partnership Agreement");

7. The certificate of Priya Ranganathan, Executive Vice President and Chief Financial Officer of the Company, and Jonathan Delacroix, Executive Vice President, General Counsel and Secretary of the Company, each an authorized officer of the Company, dated as of the date hereof, setting forth certain facts relating to the organization and actual and proposed operations of the Company and the Operating Partnership (the "Officer's Certificate");

8. Resolutions adopted by the Board of Trustees of the Company authorizing the filing of the Registration Statement and the issuance and sale of the Securities thereunder; and

9. Such other documents, records, certificates, instruments, and materials as we have deemed necessary or appropriate for purposes of rendering this opinion, including the Company's federal income tax returns for relevant taxable years, the Company's organizational charts, a schedule of the Company's real property assets, relevant leases and management agreements, and documentation relating to the Company's taxable REIT subsidiaries.

In addition, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein, including an examination of the applicable provisions of the Code, the Treasury Regulations promulgated thereunder (the "Treasury Regulations"), published administrative rulings and procedures of the Internal Revenue Service (the "IRS"), and relevant judicial decisions.

II. ASSUMPTIONS

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

(a) All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies conform in all material respects to the originals thereof, and all such originals are authentic, complete, and accurate.

(b) All signatures on documents that we have examined are genuine, and all natural persons who have executed documents reviewed by us have had the legal capacity to do so.

(c) The Company has been and will continue to be duly organized and validly existing as a real estate investment trust under the laws of the State of Maryland, and has been and will continue to be organized and operated in the manner described in the Declaration of Trust, the Bylaws, the Registration Statement, the Base Prospectus, and the Officer's Certificate.

(d) The Operating Partnership has been and will continue to be duly formed and validly existing as a limited partnership under the laws of the State of Maryland, and has been and will continue to be organized and operated in the manner described in the Partnership Agreement, the Registration Statement, the Base Prospectus, and the Officer's Certificate.

(e) The factual representations, warranties, and covenants contained in the Officer's Certificate are and will continue to be true, correct, and complete in all material respects at all relevant times, including all times during the period from the Company's initial taxable year ended December 31, 2003 through the date hereof and for all future taxable years. We have not undertaken any independent investigation or verification of the facts set forth in the Officer's Certificate and have relied upon the accuracy and completeness thereof for purposes of rendering this opinion.

(f) There has been no material misstatement or omission in any document we have reviewed in connection with the preparation of this opinion. In the event that any representation, warranty, or statement of fact contained in any document reviewed by us is or becomes inaccurate or incomplete in any material respect, the opinions expressed herein could be adversely affected.

(g) The Company and the Operating Partnership have operated and will continue to operate in accordance with the terms of the Declaration of Trust, the Bylaws, the Partnership Agreement, and all applicable laws, rules, and regulations, including the requirements of the Code applicable to REITs.

(h) The Company will not take any action, and will not fail to take any action, that would cause it to fail to qualify as a REIT under the Code for any taxable year, and will comply with the representations and covenants set forth in the Officer's Certificate.

(i) The Company's REIT election under Section 856(c)(1) of the Code, which the Company made in connection with the filing of its federal income tax return for the taxable year ended December 31, 2003, has been and remains in continuous effect and has not been terminated or revoked.

(j) The Operating Partnership has been and will continue to be treated as a partnership, and not as an association taxable as a corporation, for federal income tax purposes.

III. REIT QUALIFICATION STANDARDS — SUMMARY OF APPLICABLE LAW

The following is a summary of the material requirements for qualification and taxation as a REIT under the Code. This summary is provided for context and does not purport to be a comprehensive discussion of all aspects of the REIT provisions of the Code.

A. Organizational Requirements

To qualify as a REIT under Section 856(a) of the Code, an entity must satisfy the following organizational requirements on a continuing basis:

(i) The entity must be managed by one or more trustees or directors;

(ii) The beneficial ownership of the entity must be evidenced by transferable shares or transferable certificates of beneficial interest;

(iii) The entity would be taxable as a domestic corporation but for Sections 856 through 860 of the Code;

(iv) The entity must not be a financial institution described in Section 582(c)(2) of the Code or an insurance company to which subchapter L of the Code applies;

(v) The entity must use the calendar year as its taxable year (the Company's fiscal year ends on December 31 of each year);

(vi) The entity must have at least 100 beneficial owners for at least 335 days of each taxable year of twelve months, or during a proportionate part of a taxable year of less than twelve months, as required by Section 856(a)(5) of the Code; and

(vii) The entity must not be "closely held" within the meaning of Section 856(h) of the Code; that is, during the last half of each taxable year, not more than 50% in value of the outstanding shares of the entity may be owned, directly or indirectly (applying the constructive ownership rules of Section 544(a) of the Code, as modified by Section 856(h)(1)(B)), by five or fewer individuals (as defined in Section 856(h)(3) to include certain entities such as pension funds, private foundations, and certain trusts).

The Company has been organized as a Maryland real estate investment trust since 2003, and its Declaration of Trust contains specific provisions designed to ensure ongoing compliance with these organizational requirements. In particular, Article VII of the Declaration of Trust imposes ownership limitations that restrict any person from beneficially or constructively owning more than 9.8% (by value or by number of shares, whichever is more restrictive) of any class or series of the Company's outstanding shares of beneficial interest. These ownership limitations are designed to ensure that the Company will not become "closely held" within the meaning of Section 856(h) of the Code and to otherwise assist the Company in satisfying the share ownership requirements described in clauses (vi) and (vii) above.

B. Income Tests

A REIT must satisfy two annual gross income requirements under the Code:

The 75% Gross Income Test. Under Section 856(c)(3) of the Code, at least 75% of a REIT's gross income (excluding gross income from prohibited transactions and certain hedging transactions) for each taxable year must be derived from specified real estate sources, including:

(i) rents from real property (as defined in Section 856(d) of the Code);

(ii) interest on obligations secured by mortgages on real property or on interests in real property;

(iii) gain from the sale or other disposition of real property (including interests in real property and interests in mortgages on real property) that is not property described in Section 1221(a)(1) of the Code (i.e., not held primarily for sale to customers in the ordinary course of business);

(iv) dividends or other distributions from, and gain from the sale or other disposition of, stock in other corporations that qualify as REITs;

(v) abatements and refunds of taxes on real property;

(vi) income and gain derived from foreclosure property (as defined in Section 856(e) of the Code);

(vii) amounts (other than amounts the determination of which depends in whole or in part on the income or profits of any person) received or accrable as consideration for entering into agreements to make loans secured by mortgages on real property or to purchase or lease real property; and

(viii) certain qualified temporary investment income attributable to the investment of new capital received by the REIT in exchange for its stock or in a public offering of its debt obligations with a term of at least five years, during the one-year period following the receipt of such new capital.

The 95% Gross Income Test. Under Section 856(c)(2) of the Code, at least 95% of a REIT's gross income (excluding gross income from prohibited transactions and certain hedging transactions) for each taxable year must be derived from sources qualifying under the 75% gross income test (as described above), plus the following additional sources:

(i) dividends;

(ii) interest; and

(iii) gain from the sale or other disposition of stock or securities that is not property described in Section 1221(a)(1) of the Code.

The Company's portfolio, as of the date hereof, consists of 47 multifamily residential communities totaling approximately 14,800 apartment units located across the states of Maryland, Virginia, North Carolina, Georgia, and Florida. The Company's principal source of income is rental income derived from the leasing of apartment units within these communities, which constitutes "rents from real property" within the meaning of Section 856(d) of the Code. The Company also derives ancillary income from parking fees, utility reimbursements, application and administrative fees, and other customary charges associated with the operation of multifamily residential properties, substantially all of which qualify as rents from real property or as income from services customarily furnished or rendered in connection with the rental of real property within the meaning of Section 856(d)(1)(B) of the Code. Based upon our review of the Company's historical operating results as reflected in its tax returns and the representations contained in the Officer's Certificate, the Company has satisfied both the 75% gross income test and the 95% gross income test for each of its taxable years since the initial REIT election year.

For purposes of the gross income tests, the term "rents from real property" is subject to several important limitations under Section 856(d) of the Code. Among other things, rents from real property generally do not include: (A) any amount received or accrued that is based in whole or in part on the income or profits of any person (although an amount based on a fixed percentage or percentages of receipts or sales is not thereby excluded); (B) any amount received or accrued from a "related party tenant" (as defined in Section 856(d)(2)(B) of the Code) unless certain exceptions apply; and (C) any impermissible tenant service income (as defined in Section 856(d)(7) of the Code). To the extent the Company furnishes or renders services to tenants that are other than those "usually or customarily rendered" in connection with the rental of space for occupancy only, and the income attributable to such services is not de minimis, such income must be received through an independent contractor from whom the Company derives no income, or through a taxable REIT subsidiary. The Officer's Certificate represents that the Company has at all relevant times conducted its operations in compliance with these requirements.

C. Asset Tests

At the close of each calendar quarter of each taxable year, a REIT must satisfy several asset composition tests under Section 856(c)(4) of the Code:

(i) The 75% Asset Test. At least 75% of the value of the REIT's total assets must consist of real estate assets (as defined in Section 856(c)(5)(B) of the Code), cash, cash items (including receivables), and government securities (Section 856(c)(4)(A) of the Code). The term "real estate assets" includes real property (and interests in real property), interests in mortgages on real property, and shares in other qualifying REITs.

(ii) The 25% TRS Securities Test. Not more than 25% of the value of the REIT's total assets may be represented by securities (including securities of one or more taxable REIT subsidiaries), other than those securities described in clause (i) above (Section 856(c)(4)(B)(ii) of the Code). Additionally, not more than 20% of the value of the REIT's total assets may be represented by securities of one or more taxable REIT subsidiaries (Section 856(c)(4)(B)(ii) of the Code, as amended by the Tax Cuts and Jobs Act of 2017).

(iii) The 5% Asset Test. Not more than 5% of the value of the REIT's total assets may be represented by securities of any one issuer other than a taxable REIT subsidiary, government securities, and securities of other qualifying REITs (Section 856(c)(4)(B)(iii)(I) of the Code).

(iv) The 10% Vote or Value Test. The REIT may not hold securities possessing more than 10% of the total voting power, or having a value of more than 10% of the total value, of the outstanding securities of any one issuer, other than a taxable REIT subsidiary, government securities, and securities of other qualifying REITs (Section 856(c)(4)(B)(iii)(II) and (III) of the Code). Certain securities described in Section 856(c)(4)(B)(iii) are disregarded for purposes of this test, including "straight debt" securities as defined in Section 856(m) of the Code.

As of March 31, 2025, the most recent quarter-end for which financial information is publicly available, the Company's equity market capitalization was approximately $3,819,981,500, based upon 134,270,000 outstanding Common Shares at a closing price of $28.45 per share. The Company's total enterprise value was approximately $5,282,981,500. The Company's consolidated indebtedness consisted of: (A) $750,000,000 aggregate principal amount of senior unsecured notes in various series with staggered maturities; (B) $175,000,000 drawn on the Company's $600,000,000 unsecured revolving credit facility; and (C) $480,000,000 in secured mortgage debt encumbering certain of the Company's multifamily residential properties. The Company held approximately $42,000,000 in cash and cash equivalents. In addition, as of such date, the Company had 4,000,000 shares of its 6.50% Series A Cumulative Redeemable Preferred Shares outstanding, with an aggregate liquidation preference of $100,000,000.

The Company has represented in the Officer's Certificate that it has satisfied each of the asset tests described above at the close of each calendar quarter since the initial REIT election year. The Company's assets consist primarily of interests in multifamily residential real properties held through the Operating Partnership and its subsidiaries, and such interests constitute "real estate assets" within the meaning of Section 856(c)(5)(B) of the Code.

D. Distribution Requirements

Under Section 857(a)(1) of the Code, a REIT is required to distribute dividends (other than capital gain dividends) to its shareholders in an amount at least equal to the sum of: (i) 90% of the REIT's "REIT taxable income" (as defined in Section 857(b)(2) of the Code), computed without regard to the dividends paid deduction and the REIT's net capital gain; plus (ii) 90% of the net income (after tax), if any, from foreclosure property; minus (iii) the sum of specified items of non-cash income as set forth in Section 857(a)(1)(B) of the Code. To the extent that a REIT distributes at least 90%, but less than 100%, of its REIT taxable income, it will be subject to federal income tax at regular corporate rates on the undistributed portion. In addition, a REIT that fails to distribute during each calendar year (or, in the case of distributions with a declaration date in the last three months of the calendar year, by January 31 of the following calendar year) at least the sum of: (A) 85% of its REIT ordinary income for such year; (B) 95% of its REIT capital gain net income for such year; and (C) any undistributed taxable income from prior years, will be subject to a nondeductible 4% excise tax on the excess of such required distributions over the distributions actually made, under Section 4981 of the Code.

The Officer's Certificate represents that the Company has made, and intends to continue to make, distributions to its shareholders in amounts sufficient to satisfy the distribution requirements of Section 857(a)(1) of the Code and to minimize any liability for the excise tax imposed by Section 4981 of the Code.

E. Ownership Requirements and Share Transfer Restrictions

As noted above, to qualify as a REIT, the Company must not be "closely held" within the meaning of Section 856(h) of the Code, and it must have at least 100 beneficial owners for the requisite number of days during each taxable year. The Declaration of Trust includes provisions restricting the ownership and transfer of shares of beneficial interest to assist the Company in complying with these requirements. Specifically, Article VII of the Declaration of Trust provides that no person (other than an "Excepted Holder" as defined therein) may beneficially or constructively own more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of the Company's outstanding shares of beneficial interest. Any transfer, or other event, that would result in a violation of these ownership limitations will be void ab initio as to the transfer of that number of shares that would cause a violation, and such excess shares will be automatically transferred to a trust for the benefit of one or more charitable organizations designated by the Company. The Board of Trustees may, in its sole discretion, grant an exemption from these ownership limitations, subject to such conditions and limitations as the Board may determine, provided that the Board receives certain representations and undertakings from the requesting person and determines that the exemption will not jeopardize the Company's status as a REIT.

Based upon the representations in the Officer's Certificate and the provisions of the Declaration of Trust, the Company has complied with the ownership requirements set forth in Sections 856(a)(5) and 856(h) of the Code for each taxable year since the initial REIT election year.

IV. OPINION

Based upon and subject to the assumptions, qualifications, and limitations set forth herein, and based upon our review of the documents and materials described in Section I above, including the Officer's Certificate, and our consideration of the applicable provisions of the Code, the Treasury Regulations, published administrative rulings and procedures of the IRS, and relevant judicial decisions, all as of the date hereof, it is our opinion that:

A. Historical Qualification

1. Commencing with the Company's taxable year ended December 31, 2003 (the year in which the Company first elected REIT status), the Company has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code.

2. For each taxable year commencing with the taxable year ended December 31, 2003 through and including the taxable year ended December 31, 2024, the Company's actual method of operation has enabled it to meet the requirements for qualification and taxation as a REIT under the Code.

With respect to the opinion set forth in paragraph 2 above, we note that REIT qualification depends upon the Company's satisfaction, on an ongoing basis, of certain requirements relating to the nature of its income and assets, the amount of its distributions, and the diversity of its share ownership. While we have reviewed the Company's federal income tax returns and other information for each of the taxable years in question and have relied upon the representations in the Officer's Certificate concerning the Company's compliance with these requirements, the determination of whether the Company has satisfied these requirements for each taxable year is inherently factual in nature, and our opinion is based in substantial part upon the accuracy and completeness of the factual representations made to us.

B. Prospective Qualification

3. The Company's proposed method of operation, as described in the Registration Statement, the Base Prospectus, the Officer's Certificate, and the organizational documents of the Company and the Operating Partnership, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2025, and for subsequent taxable years.

Our opinion with respect to the Company's prospective qualification as a REIT is based upon the Company's representations as to its proposed method of operation. The Company's ability to continue to qualify as a REIT will depend upon its continued compliance with the organizational, income, asset, distribution, and share ownership requirements discussed in Section III above, through actual annual operating results, distribution levels, and the actual composition of its income, assets, and share ownership, which we have not undertaken to verify on a continuing basis. No assurance can be given that actual results of the Company's operations for any particular taxable year will satisfy the applicable requirements.

C. Discussion of Federal Income Tax Consequences in the Base Prospectus

4. The discussion set forth in the Base Prospectus under the heading "Federal Income Tax Considerations," to the extent that it constitutes matters of law or legal conclusions with respect to the material federal income tax consequences of the Company's REIT election and of the purchase, ownership, and disposition of the Securities covered by the Registration Statement, is our opinion, subject to the qualifications, assumptions, and limitations stated therein and herein.

We note that certain of the statements contained in the "Federal Income Tax Considerations" section of the Base Prospectus are descriptions of applicable law and do not purport to express our views as to the manner in which such law would apply to any particular factual situation involving any particular holder of Securities. In addition, certain statements therein are qualified by the phrase "should," "generally," "in general," or similar language, which indicates that such statements represent our views as to the most likely or intended treatment under applicable law but that alternative treatments are possible. We have not opined on the tax consequences to any particular holder of Securities, and the discussion in the Base Prospectus does not address all aspects of federal income taxation that may be relevant to particular holders in light of their personal circumstances or to certain types of holders that may be subject to special tax rules.

V. QUALIFICATIONS AND LIMITATIONS

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

1. Changes in Law. This opinion is based upon the Code, the Treasury Regulations (including proposed and temporary Treasury Regulations), published administrative interpretations and rulings of the IRS (including revenue rulings, revenue procedures, notices, announcements, and private letter rulings), and judicial decisions, all as in effect and available as of the date hereof. The foregoing authorities are subject to change at any time, potentially with retroactive effect. No assurance can be given that legislative, judicial, or administrative changes or interpretations will not be forthcoming that would adversely affect or modify the conclusions stated herein. We assume no responsibility to advise the Company or any other person of any such changes after the date hereof or of the effect that any such changes may have on the opinions expressed herein.

2. Reliance on Officer's Certificate. This opinion is based in substantial part upon the representations and covenants contained in the Officer's Certificate executed by Priya Ranganathan and Jonathan Delacroix on behalf of the Company. We have not independently verified the accuracy or completeness of any representation, warranty, or covenant contained in the Officer's Certificate and have relied upon the same in rendering this opinion. If any of the representations, warranties, or covenants in the Officer's Certificate are or become inaccurate or incomplete in any material respect, or are not fully complied with, the opinions expressed herein could be adversely affected and may not be relied upon. We have assumed the truthfulness and accuracy of such representations at all relevant times, past, present, and future.

3. Factual Nature of REIT Qualification. REIT qualification and taxation involves the ongoing satisfaction of numerous complex requirements under the Code, including the income tests set forth in Section 856(c)(2) and (3), the asset tests set forth in Section 856(c)(4), the distribution requirements set forth in Section 857(a)(1), and the organizational and share ownership requirements set forth in Sections 856(a) and 856(h), through actual operating results, distribution levels, diversity of share ownership, and other factual determinations and circumstances that cannot be ascertained in advance and are not entirely within the Company's control. Such factual determinations are not within the scope of a legal opinion. Accordingly, the opinions expressed herein represent our legal judgment as of the date hereof but are not a guarantee that the Company has qualified or will continue to qualify as a REIT for any particular taxable year.

4. No Opinion on Non-Federal Tax Laws. We express no opinion with respect to the laws of any jurisdiction other than the federal income tax laws of the United States. Without limiting the foregoing, we express no opinion regarding the tax laws of any state, local, or foreign jurisdiction, including the State of Maryland or any other state in which the Company or the Operating Partnership holds properties or conducts operations.

5. No IRS Ruling. No ruling has been requested from, or issued by, the IRS with respect to any of the matters addressed herein. There can be no assurance that the IRS would agree with the conclusions set forth in this opinion, or that a court would not sustain a challenge by the IRS to any such conclusions. In the event of any such challenge, there can be no assurance that the Company would prevail.

6. No Obligation to Update. We undertake no obligation to update or supplement this opinion after the date hereof to reflect any changes in fact, law, or interpretation, or to reflect the resolution of any pending or future legislative, administrative, or judicial proceedings, or for any other reason.

7. Scope of Opinion. The opinions set forth herein are limited to the specific matters expressly addressed herein, and no other opinion is implied or should be inferred with respect to any other matters, including without limitation, the effect of any pending or proposed legislation, the application of the alternative minimum tax, the application of the Medicare contribution tax on net investment income under Section 1411 of the Code, or any other tax matters not specifically addressed. Furthermore, we express no opinion concerning any Securities that may be offered or sold pursuant to the Registration Statement other than as specifically described in paragraph 4 of Section IV above.

VI. CONSENT

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to Calderwood & Harkness LLP under the captions "Legal Matters" and "Federal Income Tax Considerations" in the Base Prospectus forming a part of the Registration Statement. We also consent to the incorporation by reference of this opinion into any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act with respect to the Securities.

In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder, including Rule 436 under the Securities Act, nor do we thereby admit that we are "experts" with respect to any part of the Registration Statement within the meaning of the term "expert" as used in the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,