1036-00004 · Client 1036 · Local Counsel

local-counsel-opinion-florida.docx DOCUMENT Real Estate

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PALMETTO STRAUSS PA Attorneys at Law

100 Southeast Second Street, Suite 2800 Miami, Florida 33131 Telephone: (305) 714-8200 Facsimile: (305) 714-8201 www.palmettostrauss.com

June 6, 2024

Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022

Attention: Douglas Fairchild, Esq.

Responsible Partner, Real Estate

With copies to:

Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Attention: David Elgin Park, General Counsel

Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303

Attention: Kenneth Stanhope, Senior Vice President

Virginia Moorehead, Assistant Vice President

Re: Local Counsel Opinion — Florida Law Matters in Connection with the Acquisition by Fairwater Real Estate Investment Trust of 100% of the Membership Interests in GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC from Greystone Meridian Partners Fund III, L.P.

Ladies and Gentlemen:

I. INTRODUCTION

We have acted as Florida local counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), in connection with the acquisition by Buyer of one hundred percent (100%) of the membership interests (the "Interests") in each of the following entities (each, a "Florida Target Entity" and collectively, the "Florida Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"):

(a) GMP Lakeland LLC, a Delaware limited liability company (EIN 84-2527834), the fee simple owner of the property commonly known as Lakeland Crossings Industrial, located at 7100 Drane Field Road, Lakeland, Florida 33811, consisting of an approximately 372,000 rentable-square-foot ("RSF") logistics and distribution facility constructed in 2019 and situated in Polk County, Florida (the "Lakeland Property"), which Lakeland Property is encumbered by the mortgage and related security instruments securing Loan 1-F under the Master Loan Agreement dated September 15, 2020, by and among certain borrowers and Pinnacle Federal Bank, N.A. (the "Pinnacle Loan Facility");

(b) GMP Southport LLC, a Delaware limited liability company (EIN 84-2527849), the fee simple owner of the property commonly known as Southport Logistics Park, located at 3200 Southport Connector Road, Jacksonville, Florida 32218, consisting of an approximately 410,000 RSF logistics and distribution facility constructed in 2021 and situated in Duval County, Florida (the "Southport Property"), which Southport Property is encumbered by the mortgage and related security instruments securing Loan 1-G under the Pinnacle Loan Facility; and

(c) GMP Brickell LLC, a Delaware limited liability company (EIN 84-2639932), the fee simple owner of the property commonly known as Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, Florida 33131, consisting of an approximately 152,000 RSF Class A office building constructed in 2019 and situated in Miami-Dade County, Florida (the "Brickell Property" and, together with the Lakeland Property and the Southport Property, each a "Florida Property" and collectively, the "Florida Properties").

The acquisition of the Interests in the Florida Target Entities is being effected pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Original PSA"), by and between Seller and Buyer, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024 (the "First Amendment"), and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024 (the "Second Amendment" and, together with the Original PSA and the First Amendment, collectively, the "PSA"). The PSA governs the acquisition by Buyer of one hundred percent (100%) of the membership interests in each of fourteen (14) single-purpose entities (including the three Florida Target Entities) that collectively own a portfolio of fourteen (14) commercial real properties located across six (6) states, at an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Aggregate Purchase Price"). The acquisition is structured as an entity-level transaction involving the transfer of one hundred percent (100%) of the membership interests in each Target Entity (as defined in the PSA), such that the real property owned by each Target Entity remains titled in the name of such Target Entity following the closing.

This opinion letter is being delivered at the request of Calderwood & Harkness LLP ("Calderwood & Harkness"), counsel to Buyer, in connection with the closing of the transactions contemplated by the PSA (the "Closing"), which Closing is occurring on the date hereof, June 6, 2024.

This opinion addresses solely matters arising under the laws of the State of Florida, including applicable Florida statutes, regulations, and published administrative guidance, as in effect on the date hereof. We express no opinion whatsoever as to the laws of any other jurisdiction, including, without limitation: (i) the laws of the State of Delaware (including all matters relating to the formation, organization, governance, and good standing of the Florida Target Entities and Seller under Delaware law, and all matters relating to the validity and effectiveness of the transfer of membership interests under the Delaware Limited Liability Company Act); (ii) the laws of the State of New York, which govern the PSA; or (iii) federal law.

II. DOCUMENTS EXAMINED

In connection with the preparation and delivery of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, and records (collectively, the "Reviewed Documents"):

1. The Original PSA, dated as of February 28, 2024, by and between Seller and Buyer (execution version), together with all schedules and exhibits thereto.

2. The First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, by and between Seller and Buyer.

3. The Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, by and between Seller and Buyer.

4. The Assignment and Assumption of Membership Interests for GMP Lakeland LLC, dated as of June 6, 2024, by and between Seller and Buyer.

5. The Assignment and Assumption of Membership Interests for GMP Southport LLC, dated as of June 6, 2024, by and between Seller and Buyer.

6. The Assignment and Assumption of Membership Interests for GMP Brickell LLC, dated as of June 6, 2024, by and between Seller and Buyer.

7. The Certificates of Formation and Operating Agreements (including all amendments thereto) of each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC, as filed with or maintained pursuant to the requirements of the State of Delaware, reviewed by us for the limited purpose of confirming the authority of each such entity to own real property in the State of Florida and the scope of the activities permitted thereunder.

8. The applications for authorization to transact business in the State of Florida filed by each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC with the Florida Department of State, Division of Corporations, together with the related certificates of authority issued by the Florida Department of State.

9. Certificates of Good Standing (or Certificates of Status, as applicable) for each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC, issued by the Florida Department of State, Division of Corporations, each dated within five (5) business days of the date hereof.

10. Certificate of Good Standing (or Certificate of Status) for Greystone Meridian Partners Fund III, L.P. from the Florida Department of State, Division of Corporations, to the extent Seller is foreign-qualified to transact business in the State of Florida.

11. Title commitments (Commitment Nos. CTF-2024-FL-7702, CTF-2024-FL-7703, and CTF-2024-FL-7704) issued by Commonwealth National Title Insurance Company (the "Title Company") for each of the Lakeland Property, the Southport Property, and the Brickell Property, respectively, together with all exception documents referenced therein.

12. ALTA/NSPS Land Title Surveys for each of the Lakeland Property, the Southport Property, and the Brickell Property, prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), each dated or last revised within ninety (90) days of the date hereof.

13. The Master Loan Agreement dated as of September 15, 2020, by and among certain borrowers (including GMP Lakeland LLC and GMP Southport LLC) and Pinnacle Federal Bank, N.A. ("Pinnacle"), together with all amendments, supplements, and modifications thereto, and the related promissory notes, mortgages, assignments of leases and rents, environmental indemnities, guaranties, and other security instruments executed in connection with Loan 1-F and Loan 1-G thereunder (collectively, the "Pinnacle Loan Documents").

14. The Loan Agreement dated as of February 1, 2021, by and between GMP Brickell LLC and Veltrano Capital Lending Corp. ("Veltrano"), together with all amendments, supplements, and modifications thereto, and the related promissory note, mortgage, assignment of leases and rents, environmental indemnity, guaranty, and other security instruments executed in connection with Loan 2-D thereunder (collectively, the "Veltrano Loan Documents" and, together with the Pinnacle Loan Documents, the "Existing Loan Documents").

15. The lender consent letter issued by Pinnacle Federal Bank, N.A., executed June 4, 2024, consenting to the transfer of the membership interests in GMP Lakeland LLC and GMP Southport LLC and the assumption of Loans 1-F and 1-G by Buyer (or its designee) as the new indirect owner and control party (the "Pinnacle Consent Letter").

16. The lender consent letter issued by Veltrano Capital Lending Corp., executed May 17, 2024, consenting to the transfer of the membership interests in GMP Brickell LLC and the assumption of Loan 2-D by Buyer (or its designee) as the new indirect owner and control party (the "Veltrano Consent Letter" and, together with the Pinnacle Consent Letter, the "Lender Consent Letters").

17. The Assumption Agreements executed in connection with the Pinnacle Loan Facility and the Veltrano loan, each dated as of the date hereof, pursuant to which Buyer (or its designee) assumes the obligations of Seller and its affiliates under the Existing Loan Documents in connection with the transfer of ownership of the Florida Target Entities (the "Assumption Agreements").

18. The Replacement Guaranties executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A. and Veltrano Capital Lending Corp., respectively, replacing the existing guaranties of Greystone Meridian Capital LLC and Greystone Meridian Partners Fund III, L.P. under the Existing Loan Documents (the "Replacement Guaranties").

19. The Seller's Closing Certificate and Secretary's Certificate, executed by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Seller, certifying, among other things, the authority of Seller to consummate the transactions contemplated by the PSA.

20. The Buyer's Closing Certificate and Secretary's Certificate, executed on behalf of Fairwater Real Estate Investment Trust, certifying, among other things, the authority of Buyer to consummate the transactions contemplated by the PSA.

21. The certificate delivered by Seller pursuant to the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), as amended, certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "FIRPTA Certificate").

22. The Bill of Sale — Personal Property, dated as of June 6, 2024, executed by each Florida Target Entity and/or Seller with respect to personal property located at or used in connection with the Florida Properties.

23. The Assignment and Assumption of Leases, Contracts, and Intangibles, dated as of June 6, 2024, executed in connection with each Florida Target Entity (the "Lease and Contract Assignment").

24. Transfer tax returns and declarations prepared for filing with the Florida Department of Revenue and the applicable county recording offices in Polk County, Duval County, and Miami-Dade County, Florida, in connection with the documentary stamp tax obligations arising from the transfer of controlling interests in the Florida Target Entities.

25. Tenant estoppel certificates received from tenants at the Florida Properties, to the extent delivered to us by Calderwood & Harkness or Buyer prior to the Closing.

26. Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") for major tenants at the Florida Properties, as executed and delivered in connection with the Closing or the Existing Loan Documents.

27. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein, including our review of applicable public records in Polk County, Duval County, and Miami-Dade County, Florida.

The documents described in items 1 through 6 and items 17 through 23 above are sometimes referred to collectively herein as the "Transaction Documents."

III. ASSUMPTIONS

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

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

(b) All signatures on all documents examined by us (other than the signatures of Roberto Strauss and other attorneys and personnel of Palmetto Strauss PA) are genuine, and all natural persons who have executed any of the documents examined by us had, at the time of such execution, the legal capacity to do so.

(c) Each entity that is a party to any of the Transaction Documents or Reviewed Documents (other than the Florida Target Entities, as to the matters expressly addressed in our opinions below regarding Florida foreign qualification and good standing) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of formation. With respect to the Florida Target Entities, we have relied upon the opinions of Delaware counsel or Calderwood & Harkness LLP as to all matters pertaining to the due formation, valid existence, and good standing of each such entity under the laws of the State of Delaware, and we express no opinion on such matters.

(d) The PSA and each of the other Transaction Documents have been duly authorized, executed, and delivered by each party thereto, other than the Florida Target Entities, as to which the due authorization, execution, and delivery of the Transaction Documents is a matter of Delaware law and the internal governance documents of each such entity, and we express no opinion thereon.

(e) All factual representations, warranties, certifications, and statements made by the parties in the Transaction Documents, the Reviewed Documents, and any certificates or other instruments delivered in connection with the Closing are true, accurate, and complete as of the date hereof.

(f) Each party to the Transaction Documents has acted in good faith and without notice of any adverse claim, defense, or right of offset with respect to the transactions contemplated thereby.

(g) The transactions contemplated by the PSA have been consummated in accordance with the terms and conditions set forth in the PSA and the closing agenda prepared by Calderwood & Harkness LLP, as distributed to the parties and their respective counsel on or prior to the date hereof, and no material term or condition of the PSA has been waived, modified, or amended except as reflected in the First Amendment and the Second Amendment.

(h) The consideration for the transactions is adequate and the transactions are not subject to avoidance under any applicable fraudulent transfer or fraudulent conveyance statute.

(i) Each of the Lender Consent Letters, the Assumption Agreements, and the Replacement Guaranties has been duly authorized, executed, and delivered by all parties thereto and is in full force and effect as of the date hereof.

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:

A. Foreign Qualification and Good Standing in Florida

1. Each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC is duly qualified to transact business as a foreign limited liability company in the State of Florida pursuant to Section 605.0902 of the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes) and holds a valid and subsisting certificate of authority issued by the Florida Department of State, Division of Corporations, authorizing it to transact business in the State of Florida.

2. Each Florida Target Entity is in good standing with the Florida Department of State, Division of Corporations, as evidenced by the certificates of good standing or certificates of status obtained by us and referenced in Section II above, each of which was issued within five (5) business days of the date hereof.

3. Each Florida Target Entity has the requisite authority under Florida law to own, hold, lease, and operate its respective real property located in the State of Florida, including all improvements, fixtures, and appurtenances thereto, and to carry on the business activities in which it is currently engaged in connection therewith. We note that this opinion regarding authority addresses solely the Florida law requirements for a foreign limited liability company to own and operate real property in the State of Florida and does not address the internal governance authority of each Florida Target Entity under its Operating Agreement or the Delaware Limited Liability Company Act, which matters are governed by Delaware law.

B. Real Property Ownership and Title

1. Based upon our review of the title commitments issued by Commonwealth National Title Insurance Company (Commitment Nos. CTF-2024-FL-7702, CTF-2024-FL-7703, and CTF-2024-FL-7704), the ALTA/NSPS surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), and such searches of the official records of Polk County, Duval County, and Miami-Dade County, Florida, as we have deemed appropriate, each Florida Target Entity is the record fee simple owner of the parcel or parcels of real property described in the respective title commitment, including all improvements, easements, and appurtenances thereto, subject only to (a) the permitted exceptions set forth on Exhibit P to the PSA (the "Permitted Exceptions"), (b) the liens and encumbrances of the Existing Loan Documents, and (c) real property taxes and assessments for the calendar year 2024 that are not yet due and payable.

2. The transfer of one hundred percent (100%) of the membership interests in each Florida Target Entity from Seller to Buyer does not, under Florida law, require the recording of a deed, quit claim deed, or any other instrument of conveyance in the official records of Polk County, Duval County, or Miami-Dade County, Florida (as applicable), because the fee simple title to each Florida Property remains vested in the name of the respective Florida Target Entity following the transfer of the Interests. The entity-level transfer structure employed in this transaction does not alter or affect the record ownership of the Florida Properties as reflected in the official records of the applicable Florida counties.

3. This opinion regarding real property ownership and title is limited to Florida real property law aspects and matters reflected in the public records of the applicable Florida counties. We express no opinion on the laws of the State of Delaware governing the effectiveness, validity, or enforceability of the transfer of membership interests in the Florida Target Entities from Seller to Buyer, such matters being governed by the Delaware Limited Liability Company Act and the respective Operating Agreements of the Florida Target Entities.

C. Enforceability of Transaction Documents Under Florida Law

1. To the extent governed by the laws of the State of Florida, the Transaction Documents to which the Florida Target Entities are a party, including, without limitation, the Assignment and Assumption of Leases, Contracts, and Intangibles and the Bill of Sale — Personal Property (each as described in Section II above), constitute legal, valid, and binding obligations of the respective parties thereto, enforceable against such parties in accordance with their respective terms.

2. The foregoing opinion as to enforceability is subject to the following qualifications:

(a) The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;

(b) The effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law;

(c) Provisions of the Transaction Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or public policy; and

(d) We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to (i) waive rights to trial by jury to the extent such waiver is not permitted by applicable law, (ii) consent to the jurisdiction or venue of any particular court, (iii) waive or limit the ability of any party to assert defenses, counterclaims, or rights of setoff, or (iv) impose penalties, forfeitures, or liquidated damages that a court of competent jurisdiction may determine to be unreasonable under the circumstances.

D. Lease and Contract Assignments

1. The entity-level transfer of one hundred percent (100%) of the membership interests in each Florida Target Entity from Seller to Buyer does not, under applicable Florida law, constitute an "assignment" of the leases, contracts, permits, licenses, or other agreements held by or in the name of the respective Florida Target Entity, and such transfer does not trigger any assignment, transfer, or consent provisions contained in such leases, contracts, permits, licenses, or other agreements under Florida law, because the tenant-landlord relationship (or the contractual counterparty relationship, as applicable) remains with the same legal entity — namely, the respective Florida Target Entity — which continues to exist as a Delaware limited liability company qualified to transact business in Florida, notwithstanding the change of ownership of its membership interests.

2. The leases in effect at the Florida Properties between the respective Florida Target Entities (as landlord) and the tenants named therein remain in full force and effect following the transfer of the Interests from Seller to Buyer. No consent of any tenant at any Florida Property is required under Florida law solely by reason of the transfer of ownership of the membership interests in the landlord entity from Seller to Buyer.

3. Notwithstanding the foregoing, we note that certain leases or contracts may contain provisions requiring notice to or consent of the counterparty upon a "change of control," "change of ownership," or similar event with respect to the landlord or contracting entity. Our opinion in this Section IV.D is limited to the requirements of Florida law and does not constitute an opinion that no such contractual change-of-control provisions exist in the leases or contracts of the Florida Target Entities or that compliance with any such provisions has been achieved. We have reviewed the tenant estoppel certificates and SNDAs delivered to us in connection with the Closing, and we are not aware of any tenant objection or assertion of a change-of-control right based on the materials reviewed by us, but we express no opinion beyond the scope of such review.

E. Documentary Stamp Tax Compliance

1. Statutory Framework. Under Section 201.02, Florida Statutes, documentary stamp tax is imposed on documents that transfer an interest in Florida real property. The Florida Department of Revenue and Florida courts have interpreted this provision to apply to certain transfers of controlling interests in entities that own Florida real property, even where no deed or other instrument of conveyance is recorded in the official records of the applicable county. The transfer of one hundred percent (100%) of the membership interests in each of the Florida Target Entities from Seller to Buyer constitutes a transfer of a controlling interest in an entity owning Florida real property and, accordingly, gives rise to documentary stamp tax obligations under Florida law.

2. Applicable Tax Rates. Florida imposes documentary stamp tax at the rate of $0.70 per $100.00 (or fraction thereof) of the total consideration attributable to the transfer of an interest in Florida real property. In addition, Miami-Dade County imposes a discretionary county surtax of $0.45 per $100.00 on documents that are not secured by real property. Polk County and Duval County do not impose any county surtax beyond the standard state documentary stamp tax rate. Accordingly, the effective documentary stamp tax rate applicable to the Brickell Property (Miami-Dade County) is $1.15 per $100.00, and the effective documentary stamp tax rate applicable to the Lakeland Property (Polk County) and the Southport Property (Duval County) is $0.70 per $100.00.

3. Allocation of Purchase Price and Tax Calculation. The portion of the Aggregate Purchase Price allocated to each Florida Property has been determined in accordance with Exhibit K to the PSA, which sets forth the allocation of the Aggregate Purchase Price among the fourteen (14) properties in the portfolio based on appraised values established by Stonebridge Valuation Advisors, LLC. Based on the allocated purchase prices set forth in Exhibit K, the estimated aggregate Florida documentary stamp tax for the three Florida Properties is approximately One Million Six Hundred Eighty Thousand Dollars ($1,680,000). This estimate reflects the application of the applicable tax rates described in paragraph 2 above to the allocated purchase prices for each Florida Property, including the Miami-Dade County surtax applicable to the Brickell Property.

4. Filing and Payment. Transfer tax returns and declarations for the Florida documentary stamp tax obligations arising from the transfer of the controlling membership interests in GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC have been prepared by Calderwood & Harkness LLP (Sylvia Hartwell, Esq.) in coordination with Palmetto Strauss PA and have been filed (or are being filed contemporaneously with the Closing) with the appropriate offices of the Florida Department of Revenue and the applicable county recording offices in Polk County, Duval County, and Miami-Dade County, Florida. The documentary stamp tax obligations arising from the transfers described herein have been properly calculated, declared, and paid (or satisfactory arrangements for payment have been made at Closing through the escrow and closing procedures established by the Title Company).

5. Cost Allocation. Pursuant to Section 12.4 of the PSA, all transfer taxes, documentary stamp taxes, and similar charges arising from the transfer of the Interests in the Target Entities are to be divided equally between Buyer and Seller (50/50). Buyer's share of the total estimated transfer taxes across all jurisdictions in the portfolio is One Million Nine Hundred Twenty-Five Thousand Dollars ($1,925,000), and Seller's share of the total estimated transfer taxes across all jurisdictions in the portfolio is One Million Nine Hundred Twenty-Five Thousand Dollars ($1,925,000), based on a total estimated transfer tax obligation of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) across all fourteen (14) properties.

F. No Violations of Florida Law

1. The consummation of the transactions contemplated by the PSA and the Transaction Documents does not, to our knowledge, violate any applicable Florida statute, rule, regulation, or order of any Florida court or governmental authority that is currently in effect and that is applicable to the Florida Target Entities or the Florida Properties.

2. Except as described below, the transactions contemplated by the PSA and the Transaction Documents do not require any governmental consent, approval, authorization, order, registration, qualification, or filing under any Florida statute, rule, or regulation, other than:

(a) The documentary stamp tax filings and payments described in Section IV.E above;

(b) Such updates to the foreign qualification filings with the Florida Department of State, Division of Corporations, as may be required to reflect the change in ownership and/or management of the Florida Target Entities following the transfer of the Interests, including, without limitation, the filing of amended annual reports reflecting any changes to the managing member, registered agent, or principal office of the Florida Target Entities; and

(c) Routine real property tax and assessment filings with the applicable county property appraisers and tax collectors in Polk County, Duval County, and Miami-Dade County, Florida, including any notifications required under applicable Florida law in connection with a change of ownership or control of an entity that owns real property (to the extent applicable).

3. Our opinion in this Section IV.F is limited to the laws, rules, and regulations of the State of Florida that, in our experience, are typically applicable to transactions of the type contemplated by the PSA and does not extend to any statute, rule, or regulation that is applicable to any party solely by virtue of such party's status or the specific nature of its business activities (other than the ownership, leasing, and operation of commercial real property in the State of Florida).

G. No Litigation

1. Based upon (a) our review of the public records and docket systems of the Circuit Courts of Polk County, Duval County, and Miami-Dade County, Florida, (b) our review of the dockets of the United States District Courts for the Middle District of Florida (Tampa Division) and the Southern District of Florida (Miami Division), (c) searches of the records of the Florida Department of State, Division of Corporations, and (d) certificates and representations provided by the parties in connection with the Closing, we are not aware of any pending or, to our knowledge, threatened litigation, action, suit, proceeding, arbitration, or governmental investigation or enforcement action in any Florida state court, any federal court sitting in the State of Florida, or before any Florida governmental authority or administrative body, that:

(a) involves any Florida Target Entity as a named party or that relates to or affects any Florida Property;

(b) would reasonably be expected to have a material adverse effect on the title to, value of, or use and operation of any Florida Property;

(c) challenges or seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the PSA; or

(d) would materially impair the ability of any Florida Target Entity to perform its obligations under the Transaction Documents or the Existing Loan Documents.

2. Our opinion in this Section IV.G is limited to matters reflected in the public records and docket systems searched by us and the certificates and representations provided to us as described above. We have not undertaken a search of all courts, tribunals, or administrative bodies in the State of Florida or in any other jurisdiction, and we express no opinion regarding any litigation, proceeding, or governmental action that may be pending in any court, tribunal, or administrative body not specifically referenced above.

H. Assumed Loan Documents — Florida Law Matters

1. The Florida Target Entities are borrowers under or otherwise obligated with respect to the following assumed indebtedness:

(a) Loan 1-F and Loan 1-G (Pinnacle Federal Bank, N.A.): GMP Lakeland LLC (Loan 1-F) and GMP Southport LLC (Loan 1-G) are borrowers under the Pinnacle Loan Facility. The aggregate outstanding principal balance of all eight (8) loans under the Pinnacle Loan Facility is approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) as of the date hereof. The Pinnacle loans bear interest at a fixed rate of 4.22% per annum and mature on July 1, 2028.

(b) Loan 2-D (Veltrano Capital Lending Corp.): GMP Brickell LLC is the borrower under Loan 2-D pursuant to the Veltrano Loan Documents. The aggregate outstanding principal balance of all four (4) loans under the Veltrano loan facility is approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) as of the date hereof. The Veltrano loans bear interest at a fixed rate of 4.68% per annum and mature on March 1, 2029.

2. To the extent that the Existing Loan Documents, the Assumption Agreements, the Replacement Guaranties, or the Lender Consent Letters are governed by or require compliance with the laws of the State of Florida, we are of the opinion that:

(a) The Assumption Agreements, the Replacement Guaranties, and the Lender Consent Letters do not violate any applicable Florida statute, rule, or regulation known to us.

(b) The mortgages, assignments of leases and rents, and other security instruments encumbering the Florida Properties, as recorded in the official records of Polk County, Duval County, and Miami-Dade County, Florida, remain valid, subsisting, and enforceable liens on the respective Florida Properties under Florida law following the transfer of the Interests and the assumption of the Existing Loan Documents, subject to the standard enforceability qualifications set forth in Section IV.C.2 above.

(c) The Lender Consent Letters have been duly executed and delivered by the respective lenders and are in full force and effect as of the date hereof: (i) the Pinnacle Consent Letter was executed by Pinnacle Federal Bank, N.A. on June 4, 2024; and (ii) the Veltrano Consent Letter was executed by Veltrano Capital Lending Corp. on May 17, 2024. Based upon our review of the terms of the Lender Consent Letters and the applicable provisions of the Existing Loan Documents, the Lender Consent Letters provide the requisite consent of the lenders to the transfer of the Interests and the change of control of the Florida Target Entities.

3. Consent Fees. The following consent fees have been required by the lenders in connection with the assumption and change of control:

(a) Pinnacle Federal Bank, N.A.: a consent and assumption fee equal to 0.25% of the aggregate outstanding principal balance of all Pinnacle loans, in the amount of approximately One Million Fifty-Four Thousand Dollars ($1,054,000). This fee is allocated across the entire Pinnacle portfolio and is not solely attributable to the Florida Properties secured by Loans 1-F and 1-G.

(b) Veltrano Capital Lending Corp.: a consent and assumption fee equal to 0.50% of the aggregate outstanding principal balance of all Veltrano loans, in the amount of approximately Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500). This fee is allocated across the entire Veltrano portfolio and is not solely attributable to the Florida Property secured by Loan 2-D.

4. Our opinions in this Section IV.H are limited to Florida law matters and do not extend to any provisions of the Existing Loan Documents, the Assumption Agreements, the Replacement Guaranties, or the Lender Consent Letters that are governed by or require compliance with the laws of any other jurisdiction, including, without limitation, the State of New York or the State of Connecticut.

V. QUALIFICATIONS AND LIMITATIONS

The opinions set forth in Section IV above are subject to the following qualifications and limitations:

1. Scope of Laws Addressed. This opinion is limited solely to the laws of the State of Florida as in effect on the date hereof, including applicable Florida statutes, regulations, and published administrative guidance of the Florida Department of Revenue and other Florida governmental authorities. We express no opinion as to the laws of any other jurisdiction, including, without limitation:

(a) The State of Delaware, including all matters arising under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) relating to the formation, governance, good standing, or dissolution of the Florida Target Entities, or the validity and effectiveness of the transfer of membership interests therein;

(b) The State of New York, which governs the PSA and certain of the Transaction Documents;

(c) The State of Connecticut, which may govern certain aspects of the loan documents issued in connection with the Sycamore Life Insurance Company financing (which does not involve the Florida Properties, but is referenced in certain of the Reviewed Documents); and

(d) Federal law, including, without limitation, federal tax law, federal securities law, and federal banking law.

2. Excluded Subject Matter. This opinion does not address, and we express no opinion with respect to:

(a) Federal or state securities laws or regulations, including the Securities Act of 1933, the Securities Exchange Act of 1934, and the Florida Securities and Investor Protection Act (Chapter 517, Florida Statutes);

(b) Federal or state tax law (other than the Florida documentary stamp tax matters expressly addressed in Section IV.E above), including federal income tax, Florida corporate income tax, and any tax consequences arising from the FIRPTA Certificate or the transactions contemplated by the PSA;

(c) Environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and Chapter 376 and Chapter 403, Florida Statutes, and we note that the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC have identified de minimis recognized environmental conditions ("RECs") at the Lakeland Crossings Industrial property, as to which we express no opinion;

(d) The Employee Retirement Income Security Act of 1974 ("ERISA") or any related matters;

(e) Anti-money laundering laws, including the Bank Secrecy Act and the USA PATRIOT Act;

(f) The regulations, executive orders, and sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), or any related matters; and

(g) Any other area of law not expressly addressed in Section IV above.

3. Temporal Limitation. This opinion is rendered as of the date hereof and is based solely upon the facts and circumstances existing, and the laws in effect, as of June 6, 2024. We assume no obligation to update, revise, or supplement this opinion to reflect any changes in law, facts, or circumstances that may occur after the date hereof, whether or not such changes would affect the opinions expressed herein.

4. Reliance Limitation. This opinion is rendered solely for the benefit of the addressees hereof and the other persons and entities entitled to rely hereon as set forth in Section VI below, and solely in connection with the Closing. This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Palmetto Strauss PA.

5. Enforceability Qualifications. In addition to the enforceability qualifications set forth in Section IV.C.2 above, we note that our opinions regarding the enforceability of the Transaction Documents and the Existing Loan Documents are subject to the following:

(a) Courts may refuse to enforce contractual provisions relating to choice of law, choice of forum, consent to jurisdiction, and waiver of jury trial;

(b) Courts may refuse to enforce contractual provisions that impose penalties, forfeitures, or liquidated damages that the court determines to be unreasonable or punitive in nature;

(c) The remedy of specific performance and other equitable remedies are subject to the discretion of the court before which any proceeding therefor may be brought; and

(d) The enforceability of provisions purporting to release, exculpate, or indemnify a party against its own negligence, willful misconduct, or violation of applicable law may be limited by public policy considerations.

VI. RELIANCE AND DISTRIBUTION

This opinion may be relied upon by the following persons and entities solely in connection with the Closing of the transactions described herein:

(a) Calderwood & Harkness LLP, in its capacity as counsel to Buyer;

(b) Fairwater Real Estate Investment Trust, in its capacity as Buyer under the PSA; and

In addition, this opinion may be furnished to, and relied upon by, the following persons and entities to the extent required under the Lender Consent Letters or the Assumption Agreements, in each case solely for purposes of the transactions contemplated by the PSA:

(d) Pinnacle Federal Bank, N.A., and its counsel, Whitfield & Archer LLP; and

(e) Veltrano Capital Lending Corp., and its counsel, Cranford McCabe LLP, 100 Southeast Second Street, Suite 3000, Miami, Florida 33131.

No other person or entity is entitled to rely on this opinion, and no other person or entity may use, circulate, quote, or otherwise refer to this opinion for any purpose without the prior written consent of Palmetto Strauss PA. Any reliance by any person or entity authorized to rely hereon shall be subject to the assumptions, qualifications, and limitations set forth in this opinion.

[Remainder of This Page Intentionally Left Blank; Signature Page Follows]

Very truly yours,

PALMETTO STRAUSS PA

By: ________

Roberto Strauss, Partner Florida Bar No. 0847263 rstrauss@palmettostrauss.com

Enclosures:

• Exhibit A — List of Florida Target Entities and Properties

• Exhibit B — List of Transaction Documents Reviewed

EXHIBIT A

LIST OF FLORIDA TARGET ENTITIES AND PROPERTIES

The following is a list of the Florida Target Entities and the Florida Properties referenced in this opinion:

EXHIBIT B

LIST OF TRANSACTION DOCUMENTS REVIEWED

The following is a list of the Transaction Documents and other documents reviewed by Palmetto Strauss PA in connection with the preparation and delivery of this opinion, as more fully described in Section II of this opinion:

1. Purchase and Sale Agreement, dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust (execution version), together with all schedules and exhibits thereto.

2. First Amendment to Purchase and Sale Agreement, dated April 12, 2024.

3. Second Amendment to Purchase and Sale Agreement, dated May 28, 2024.

4. Assignment and Assumption of Membership Interests — GMP Lakeland LLC (June 6, 2024).

5. Assignment and Assumption of Membership Interests — GMP Southport LLC (June 6, 2024).

6. Assignment and Assumption of Membership Interests — GMP Brickell LLC (June 6, 2024).

7. Certificates of Formation and Operating Agreements of each Florida Target Entity.

8. Foreign qualification filings and certificates of authority for each Florida Target Entity (Florida Department of State).

9. Certificates of Good Standing — Florida Department of State, for each Florida Target Entity.

10. Certificate of Good Standing — Florida Department of State, for Greystone Meridian Partners Fund III, L.P. (to the extent foreign-qualified).

11. Title Commitments (Commonwealth National Title Insurance Company, Commitment Nos. CTF-2024-FL-7702, CTF-2024-FL-7703, CTF-2024-FL-7704).

12. ALTA/NSPS Land Title Surveys (Meridian Land Surveying, Inc., Daniel Caulfield, PLS, PE).

13. Pinnacle Loan Documents (Master Loan Agreement, September 15, 2020, and related instruments — Loans 1-F and 1-G).

14. Veltrano Loan Documents (Loan Agreement, February 1, 2021, and related instruments — Loan 2-D).

15. Pinnacle Consent Letter (executed June 4, 2024).

16. Veltrano Consent Letter (executed May 17, 2024).

17. Assumption Agreements (Pinnacle and Veltrano).

18. Replacement Guaranties (Fairwater REIT for Pinnacle and Veltrano).

19. Seller's Closing Certificate and Secretary's Certificate.

20. Buyer's Closing Certificate and Secretary's Certificate.

21. FIRPTA Certificate (Seller).

22. Bill of Sale — Personal Property.

23. Assignment and Assumption of Leases, Contracts, and Intangibles.

24. Transfer tax returns and declarations (Florida — Polk County, Duval County, Miami-Dade County).

25. Tenant estoppel certificates (Florida Properties, as received).

26. Subordination, Non-Disturbance and Attornment Agreements (SNDAs) for major tenants at Florida Properties.

27. Such other documents, certificates, and records as deemed necessary or appropriate.

This Exhibit B is provided for reference purposes only and is qualified in its entirety by the more detailed descriptions of the Reviewed Documents set forth in Section II of the opinion to which this Exhibit B is attached.

No.	Florida Target Entity	EIN	Property Name	Property Address	County	Property Type	Approx. RSF	Year Built	Loan
1.	GMP Lakeland LLC (Delaware LLC)	84-2527834	Lakeland Crossings Industrial	7100 Drane Field Road, Lakeland, FL 33811	Polk County	Logistics / Distribution	372,000	2019	Loan 1-F (Pinnacle)
2.	GMP Southport LLC (Delaware LLC)	84-2527849	Southport Logistics Park	3200 Southport Connector Road, Jacksonville, FL 32218	Duval County	Logistics / Distribution	410,000	2021	Loan 1-G (Pinnacle)
3.	GMP Brickell LLC (Delaware LLC)	84-2639932	Brickell Bay Office Building	1450 Brickell Avenue, Miami, FL 33131	Miami-Dade County	Class A Office	152,000	2019	Loan 2-D (Veltrano)

PALMETTO STRAUSS PA Attorneys at Law
100 Southeast Second Street, Suite 2800 Miami, Florida 33131 Telephone: (305) 714-8200 Facsimile: (305) 714-8201 www.palmettostrauss.com
June 6, 2024
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
Responsible Partner, Real Estate
With copies to:
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Attention: Kenneth Stanhope, Senior Vice President
Virginia Moorehead, Assistant Vice President
Re: Local Counsel Opinion — Florida Law Matters in Connection with the Acquisition by Fairwater Real Estate Investment Trust of 100% of the Membership Interests in GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC from Greystone Meridian Partners Fund III, L.P.
Ladies and Gentlemen:
I. INTRODUCTION
We have acted as Florida local counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), in connection with the acquisition by Buyer of one hundred percent (100%) of the membership interests (the "Interests") in each of the following entities (each, a "Florida Target Entity" and collectively, the "Florida Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"):
(a) GMP Lakeland LLC, a Delaware limited liability company (EIN 84-2527834), the fee simple owner of the property commonly known as Lakeland Crossings Industrial, located at 7100 Drane Field Road, Lakeland, Florida 33811, consisting of an approximately 372,000 rentable-square-foot ("RSF") logistics and distribution facility constructed in 2019 and situated in Polk County, Florida (the "Lakeland Property"), which Lakeland Property is encumbered by the mortgage and related security instruments securing Loan 1-F under the Master Loan Agreement dated September 15, 2020, by and among certain borrowers and Pinnacle Federal Bank, N.A. (the "Pinnacle Loan Facility");
(b) GMP Southport LLC, a Delaware limited liability company (EIN 84-2527849), the fee simple owner of the property commonly known as Southport Logistics Park, located at 3200 Southport Connector Road, Jacksonville, Florida 32218, consisting of an approximately 410,000 RSF logistics and distribution facility constructed in 2021 and situated in Duval County, Florida (the "Southport Property"), which Southport Property is encumbered by the mortgage and related security instruments securing Loan 1-G under the Pinnacle Loan Facility; and
(c) GMP Brickell LLC, a Delaware limited liability company (EIN 84-2639932), the fee simple owner of the property commonly known as Brickell Bay Office Building, located at 1450 Brickell Avenue, Miami, Florida 33131, consisting of an approximately 152,000 RSF Class A office building constructed in 2019 and situated in Miami-Dade County, Florida (the "Brickell Property" and, together with the Lakeland Property and the Southport Property, each a "Florida Property" and collectively, the "Florida Properties").
The acquisition of the Interests in the Florida Target Entities is being effected pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024 (the "Original PSA"), by and between Seller and Buyer, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024 (the "First Amendment"), and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024 (the "Second Amendment" and, together with the Original PSA and the First Amendment, collectively, the "PSA"). The PSA governs the acquisition by Buyer of one hundred percent (100%) of the membership interests in each of fourteen (14) single-purpose entities (including the three Florida Target Entities) that collectively own a portfolio of fourteen (14) commercial real properties located across six (6) states, at an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Aggregate Purchase Price"). The acquisition is structured as an entity-level transaction involving the transfer of one hundred percent (100%) of the membership interests in each Target Entity (as defined in the PSA), such that the real property owned by each Target Entity remains titled in the name of such Target Entity following the closing.
This opinion letter is being delivered at the request of Calderwood & Harkness LLP ("Calderwood & Harkness"), counsel to Buyer, in connection with the closing of the transactions contemplated by the PSA (the "Closing"), which Closing is occurring on the date hereof, June 6, 2024.
This opinion addresses solely matters arising under the laws of the State of Florida, including applicable Florida statutes, regulations, and published administrative guidance, as in effect on the date hereof. We express no opinion whatsoever as to the laws of any other jurisdiction, including, without limitation: (i) the laws of the State of Delaware (including all matters relating to the formation, organization, governance, and good standing of the Florida Target Entities and Seller under Delaware law, and all matters relating to the validity and effectiveness of the transfer of membership interests under the Delaware Limited Liability Company Act); (ii) the laws of the State of New York, which govern the PSA; or (iii) federal law.
II. DOCUMENTS EXAMINED
In connection with the preparation and delivery of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, and records (collectively, the "Reviewed Documents"):
1. The Original PSA, dated as of February 28, 2024, by and between Seller and Buyer (execution version), together with all schedules and exhibits thereto.
2. The First Amendment to Purchase and Sale Agreement, dated as of April 12, 2024, by and between Seller and Buyer.
3. The Second Amendment to Purchase and Sale Agreement, dated as of May 28, 2024, by and between Seller and Buyer.
4. The Assignment and Assumption of Membership Interests for GMP Lakeland LLC, dated as of June 6, 2024, by and between Seller and Buyer.
5. The Assignment and Assumption of Membership Interests for GMP Southport LLC, dated as of June 6, 2024, by and between Seller and Buyer.
6. The Assignment and Assumption of Membership Interests for GMP Brickell LLC, dated as of June 6, 2024, by and between Seller and Buyer.
7. The Certificates of Formation and Operating Agreements (including all amendments thereto) of each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC, as filed with or maintained pursuant to the requirements of the State of Delaware, reviewed by us for the limited purpose of confirming the authority of each such entity to own real property in the State of Florida and the scope of the activities permitted thereunder.
8. The applications for authorization to transact business in the State of Florida filed by each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC with the Florida Department of State, Division of Corporations, together with the related certificates of authority issued by the Florida Department of State.
9. Certificates of Good Standing (or Certificates of Status, as applicable) for each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC, issued by the Florida Department of State, Division of Corporations, each dated within five (5) business days of the date hereof.
10. Certificate of Good Standing (or Certificate of Status) for Greystone Meridian Partners Fund III, L.P. from the Florida Department of State, Division of Corporations, to the extent Seller is foreign-qualified to transact business in the State of Florida.
11. Title commitments (Commitment Nos. CTF-2024-FL-7702, CTF-2024-FL-7703, and CTF-2024-FL-7704) issued by Commonwealth National Title Insurance Company (the "Title Company") for each of the Lakeland Property, the Southport Property, and the Brickell Property, respectively, together with all exception documents referenced therein.
12. ALTA/NSPS Land Title Surveys for each of the Lakeland Property, the Southport Property, and the Brickell Property, prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), each dated or last revised within ninety (90) days of the date hereof.
13. The Master Loan Agreement dated as of September 15, 2020, by and among certain borrowers (including GMP Lakeland LLC and GMP Southport LLC) and Pinnacle Federal Bank, N.A. ("Pinnacle"), together with all amendments, supplements, and modifications thereto, and the related promissory notes, mortgages, assignments of leases and rents, environmental indemnities, guaranties, and other security instruments executed in connection with Loan 1-F and Loan 1-G thereunder (collectively, the "Pinnacle Loan Documents").
14. The Loan Agreement dated as of February 1, 2021, by and between GMP Brickell LLC and Veltrano Capital Lending Corp. ("Veltrano"), together with all amendments, supplements, and modifications thereto, and the related promissory note, mortgage, assignment of leases and rents, environmental indemnity, guaranty, and other security instruments executed in connection with Loan 2-D thereunder (collectively, the "Veltrano Loan Documents" and, together with the Pinnacle Loan Documents, the "Existing Loan Documents").
15. The lender consent letter issued by Pinnacle Federal Bank, N.A., executed June 4, 2024, consenting to the transfer of the membership interests in GMP Lakeland LLC and GMP Southport LLC and the assumption of Loans 1-F and 1-G by Buyer (or its designee) as the new indirect owner and control party (the "Pinnacle Consent Letter").
16. The lender consent letter issued by Veltrano Capital Lending Corp., executed May 17, 2024, consenting to the transfer of the membership interests in GMP Brickell LLC and the assumption of Loan 2-D by Buyer (or its designee) as the new indirect owner and control party (the "Veltrano Consent Letter" and, together with the Pinnacle Consent Letter, the "Lender Consent Letters").
17. The Assumption Agreements executed in connection with the Pinnacle Loan Facility and the Veltrano loan, each dated as of the date hereof, pursuant to which Buyer (or its designee) assumes the obligations of Seller and its affiliates under the Existing Loan Documents in connection with the transfer of ownership of the Florida Target Entities (the "Assumption Agreements").
18. The Replacement Guaranties executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A. and Veltrano Capital Lending Corp., respectively, replacing the existing guaranties of Greystone Meridian Capital LLC and Greystone Meridian Partners Fund III, L.P. under the Existing Loan Documents (the "Replacement Guaranties").
19. The Seller's Closing Certificate and Secretary's Certificate, executed by Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Seller, certifying, among other things, the authority of Seller to consummate the transactions contemplated by the PSA.
20. The Buyer's Closing Certificate and Secretary's Certificate, executed on behalf of Fairwater Real Estate Investment Trust, certifying, among other things, the authority of Buyer to consummate the transactions contemplated by the PSA.
21. The certificate delivered by Seller pursuant to the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), as amended, certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "FIRPTA Certificate").
22. The Bill of Sale — Personal Property, dated as of June 6, 2024, executed by each Florida Target Entity and/or Seller with respect to personal property located at or used in connection with the Florida Properties.
23. The Assignment and Assumption of Leases, Contracts, and Intangibles, dated as of June 6, 2024, executed in connection with each Florida Target Entity (the "Lease and Contract Assignment").
24. Transfer tax returns and declarations prepared for filing with the Florida Department of Revenue and the applicable county recording offices in Polk County, Duval County, and Miami-Dade County, Florida, in connection with the documentary stamp tax obligations arising from the transfer of controlling interests in the Florida Target Entities.
25. Tenant estoppel certificates received from tenants at the Florida Properties, to the extent delivered to us by Calderwood & Harkness or Buyer prior to the Closing.
26. Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") for major tenants at the Florida Properties, as executed and delivered in connection with the Closing or the Existing Loan Documents.
27. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein, including our review of applicable public records in Polk County, Duval County, and Miami-Dade County, Florida.
The documents described in items 1 through 6 and items 17 through 23 above are sometimes referred to collectively herein as the "Transaction Documents."
III. ASSUMPTIONS
In rendering the opinions set forth herein, we have, with your consent and the consent of each of the addressees, assumed the following without independent investigation or verification:
(a) All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies conform to the originals thereof, and such originals are authentic, complete, and accurate.
(b) All signatures on all documents examined by us (other than the signatures of Roberto Strauss and other attorneys and personnel of Palmetto Strauss PA) are genuine, and all natural persons who have executed any of the documents examined by us had, at the time of such execution, the legal capacity to do so.
(c) Each entity that is a party to any of the Transaction Documents or Reviewed Documents (other than the Florida Target Entities, as to the matters expressly addressed in our opinions below regarding Florida foreign qualification and good standing) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of formation. With respect to the Florida Target Entities, we have relied upon the opinions of Delaware counsel or Calderwood & Harkness LLP as to all matters pertaining to the due formation, valid existence, and good standing of each such entity under the laws of the State of Delaware, and we express no opinion on such matters.
(d) The PSA and each of the other Transaction Documents have been duly authorized, executed, and delivered by each party thereto, other than the Florida Target Entities, as to which the due authorization, execution, and delivery of the Transaction Documents is a matter of Delaware law and the internal governance documents of each such entity, and we express no opinion thereon.
(e) All factual representations, warranties, certifications, and statements made by the parties in the Transaction Documents, the Reviewed Documents, and any certificates or other instruments delivered in connection with the Closing are true, accurate, and complete as of the date hereof.
(f) Each party to the Transaction Documents has acted in good faith and without notice of any adverse claim, defense, or right of offset with respect to the transactions contemplated thereby.
(g) The transactions contemplated by the PSA have been consummated in accordance with the terms and conditions set forth in the PSA and the closing agenda prepared by Calderwood & Harkness LLP, as distributed to the parties and their respective counsel on or prior to the date hereof, and no material term or condition of the PSA has been waived, modified, or amended except as reflected in the First Amendment and the Second Amendment.
(h) The consideration for the transactions is adequate and the transactions are not subject to avoidance under any applicable fraudulent transfer or fraudulent conveyance statute.
(i) Each of the Lender Consent Letters, the Assumption Agreements, and the Replacement Guaranties has been duly authorized, executed, and delivered by all parties thereto and is in full force and effect as of the date hereof.
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:
A. Foreign Qualification and Good Standing in Florida
1. Each of GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC is duly qualified to transact business as a foreign limited liability company in the State of Florida pursuant to Section 605.0902 of the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes) and holds a valid and subsisting certificate of authority issued by the Florida Department of State, Division of Corporations, authorizing it to transact business in the State of Florida.
2. Each Florida Target Entity is in good standing with the Florida Department of State, Division of Corporations, as evidenced by the certificates of good standing or certificates of status obtained by us and referenced in Section II above, each of which was issued within five (5) business days of the date hereof.
3. Each Florida Target Entity has the requisite authority under Florida law to own, hold, lease, and operate its respective real property located in the State of Florida, including all improvements, fixtures, and appurtenances thereto, and to carry on the business activities in which it is currently engaged in connection therewith. We note that this opinion regarding authority addresses solely the Florida law requirements for a foreign limited liability company to own and operate real property in the State of Florida and does not address the internal governance authority of each Florida Target Entity under its Operating Agreement or the Delaware Limited Liability Company Act, which matters are governed by Delaware law.
B. Real Property Ownership and Title
1. Based upon our review of the title commitments issued by Commonwealth National Title Insurance Company (Commitment Nos. CTF-2024-FL-7702, CTF-2024-FL-7703, and CTF-2024-FL-7704), the ALTA/NSPS surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), and such searches of the official records of Polk County, Duval County, and Miami-Dade County, Florida, as we have deemed appropriate, each Florida Target Entity is the record fee simple owner of the parcel or parcels of real property described in the respective title commitment, including all improvements, easements, and appurtenances thereto, subject only to (a) the permitted exceptions set forth on Exhibit P to the PSA (the "Permitted Exceptions"), (b) the liens and encumbrances of the Existing Loan Documents, and (c) real property taxes and assessments for the calendar year 2024 that are not yet due and payable.
2. The transfer of one hundred percent (100%) of the membership interests in each Florida Target Entity from Seller to Buyer does not, under Florida law, require the recording of a deed, quit claim deed, or any other instrument of conveyance in the official records of Polk County, Duval County, or Miami-Dade County, Florida (as applicable), because the fee simple title to each Florida Property remains vested in the name of the respective Florida Target Entity following the transfer of the Interests. The entity-level transfer structure employed in this transaction does not alter or affect the record ownership of the Florida Properties as reflected in the official records of the applicable Florida counties.
3. This opinion regarding real property ownership and title is limited to Florida real property law aspects and matters reflected in the public records of the applicable Florida counties. We express no opinion on the laws of the State of Delaware governing the effectiveness, validity, or enforceability of the transfer of membership interests in the Florida Target Entities from Seller to Buyer, such matters being governed by the Delaware Limited Liability Company Act and the respective Operating Agreements of the Florida Target Entities.
C. Enforceability of Transaction Documents Under Florida Law
1. To the extent governed by the laws of the State of Florida, the Transaction Documents to which the Florida Target Entities are a party, including, without limitation, the Assignment and Assumption of Leases, Contracts, and Intangibles and the Bill of Sale — Personal Property (each as described in Section II above), constitute legal, valid, and binding obligations of the respective parties thereto, enforceable against such parties in accordance with their respective terms.
2. The foregoing opinion as to enforceability is subject to the following qualifications:
(a) The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;
(b) The effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law;
(c) Provisions of the Transaction Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or public policy; and
(d) We express no opinion as to the enforceability of any provision of the Transaction Documents that purports to (i) waive rights to trial by jury to the extent such waiver is not permitted by applicable law, (ii) consent to the jurisdiction or venue of any particular court, (iii) waive or limit the ability of any party to assert defenses, counterclaims, or rights of setoff, or (iv) impose penalties, forfeitures, or liquidated damages that a court of competent jurisdiction may determine to be unreasonable under the circumstances.
D. Lease and Contract Assignments
1. The entity-level transfer of one hundred percent (100%) of the membership interests in each Florida Target Entity from Seller to Buyer does not, under applicable Florida law, constitute an "assignment" of the leases, contracts, permits, licenses, or other agreements held by or in the name of the respective Florida Target Entity, and such transfer does not trigger any assignment, transfer, or consent provisions contained in such leases, contracts, permits, licenses, or other agreements under Florida law, because the tenant-landlord relationship (or the contractual counterparty relationship, as applicable) remains with the same legal entity — namely, the respective Florida Target Entity — which continues to exist as a Delaware limited liability company qualified to transact business in Florida, notwithstanding the change of ownership of its membership interests.
2. The leases in effect at the Florida Properties between the respective Florida Target Entities (as landlord) and the tenants named therein remain in full force and effect following the transfer of the Interests from Seller to Buyer. No consent of any tenant at any Florida Property is required under Florida law solely by reason of the transfer of ownership of the membership interests in the landlord entity from Seller to Buyer.
3. Notwithstanding the foregoing, we note that certain leases or contracts may contain provisions requiring notice to or consent of the counterparty upon a "change of control," "change of ownership," or similar event with respect to the landlord or contracting entity. Our opinion in this Section IV.D is limited to the requirements of Florida law and does not constitute an opinion that no such contractual change-of-control provisions exist in the leases or contracts of the Florida Target Entities or that compliance with any such provisions has been achieved. We have reviewed the tenant estoppel certificates and SNDAs delivered to us in connection with the Closing, and we are not aware of any tenant objection or assertion of a change-of-control right based on the materials reviewed by us, but we express no opinion beyond the scope of such review.
E. Documentary Stamp Tax Compliance
1. Statutory Framework. Under Section 201.02, Florida Statutes, documentary stamp tax is imposed on documents that transfer an interest in Florida real property. The Florida Department of Revenue and Florida courts have interpreted this provision to apply to certain transfers of controlling interests in entities that own Florida real property, even where no deed or other instrument of conveyance is recorded in the official records of the applicable county. The transfer of one hundred percent (100%) of the membership interests in each of the Florida Target Entities from Seller to Buyer constitutes a transfer of a controlling interest in an entity owning Florida real property and, accordingly, gives rise to documentary stamp tax obligations under Florida law.
2. Applicable Tax Rates. Florida imposes documentary stamp tax at the rate of $0.70 per $100.00 (or fraction thereof) of the total consideration attributable to the transfer of an interest in Florida real property. In addition, Miami-Dade County imposes a discretionary county surtax of $0.45 per $100.00 on documents that are not secured by real property. Polk County and Duval County do not impose any county surtax beyond the standard state documentary stamp tax rate. Accordingly, the effective documentary stamp tax rate applicable to the Brickell Property (Miami-Dade County) is $1.15 per $100.00, and the effective documentary stamp tax rate applicable to the Lakeland Property (Polk County) and the Southport Property (Duval County) is $0.70 per $100.00.
3. Allocation of Purchase Price and Tax Calculation. The portion of the Aggregate Purchase Price allocated to each Florida Property has been determined in accordance with Exhibit K to the PSA, which sets forth the allocation of the Aggregate Purchase Price among the fourteen (14) properties in the portfolio based on appraised values established by Stonebridge Valuation Advisors, LLC. Based on the allocated purchase prices set forth in Exhibit K, the estimated aggregate Florida documentary stamp tax for the three Florida Properties is approximately One Million Six Hundred Eighty Thousand Dollars ($1,680,000). This estimate reflects the application of the applicable tax rates described in paragraph 2 above to the allocated purchase prices for each Florida Property, including the Miami-Dade County surtax applicable to the Brickell Property.
4. Filing and Payment. Transfer tax returns and declarations for the Florida documentary stamp tax obligations arising from the transfer of the controlling membership interests in GMP Lakeland LLC, GMP Southport LLC, and GMP Brickell LLC have been prepared by Calderwood & Harkness LLP (Sylvia Hartwell, Esq.) in coordination with Palmetto Strauss PA and have been filed (or are being filed contemporaneously with the Closing) with the appropriate offices of the Florida Department of Revenue and the applicable county recording offices in Polk County, Duval County, and Miami-Dade County, Florida. The documentary stamp tax obligations arising from the transfers described herein have been properly calculated, declared, and paid (or satisfactory arrangements for payment have been made at Closing through the escrow and closing procedures established by the Title Company).
5. Cost Allocation. Pursuant to Section 12.4 of the PSA, all transfer taxes, documentary stamp taxes, and similar charges arising from the transfer of the Interests in the Target Entities are to be divided equally between Buyer and Seller (50/50). Buyer's share of the total estimated transfer taxes across all jurisdictions in the portfolio is One Million Nine Hundred Twenty-Five Thousand Dollars ($1,925,000), and Seller's share of the total estimated transfer taxes across all jurisdictions in the portfolio is One Million Nine Hundred Twenty-Five Thousand Dollars ($1,925,000), based on a total estimated transfer tax obligation of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) across all fourteen (14) properties.
F. No Violations of Florida Law
1. The consummation of the transactions contemplated by the PSA and the Transaction Documents does not, to our knowledge, violate any applicable Florida statute, rule, regulation, or order of any Florida court or governmental authority that is currently in effect and that is applicable to the Florida Target Entities or the Florida Properties.
2. Except as described below, the transactions contemplated by the PSA and the Transaction Documents do not require any governmental consent, approval, authorization, order, registration, qualification, or filing under any Florida statute, rule, or regulation, other than:
(a) The documentary stamp tax filings and payments described in Section IV.E above;
(b) Such updates to the foreign qualification filings with the Florida Department of State, Division of Corporations, as may be required to reflect the change in ownership and/or management of the Florida Target Entities following the transfer of the Interests, including, without limitation, the filing of amended annual reports reflecting any changes to the managing member, registered agent, or principal office of the Florida Target Entities; and
(c) Routine real property tax and assessment filings with the applicable county property appraisers and tax collectors in Polk County, Duval County, and Miami-Dade County, Florida, including any notifications required under applicable Florida law in connection with a change of ownership or control of an entity that owns real property (to the extent applicable).
3. Our opinion in this Section IV.F is limited to the laws, rules, and regulations of the State of Florida that, in our experience, are typically applicable to transactions of the type contemplated by the PSA and does not extend to any statute, rule, or regulation that is applicable to any party solely by virtue of such party's status or the specific nature of its business activities (other than the ownership, leasing, and operation of commercial real property in the State of Florida).
G. No Litigation
1. Based upon (a) our review of the public records and docket systems of the Circuit Courts of Polk County, Duval County, and Miami-Dade County, Florida, (b) our review of the dockets of the United States District Courts for the Middle District of Florida (Tampa Division) and the Southern District of Florida (Miami Division), (c) searches of the records of the Florida Department of State, Division of Corporations, and (d) certificates and representations provided by the parties in connection with the Closing, we are not aware of any pending or, to our knowledge, threatened litigation, action, suit, proceeding, arbitration, or governmental investigation or enforcement action in any Florida state court, any federal court sitting in the State of Florida, or before any Florida governmental authority or administrative body, that:
(a) involves any Florida Target Entity as a named party or that relates to or affects any Florida Property;
(b) would reasonably be expected to have a material adverse effect on the title to, value of, or use and operation of any Florida Property;
(c) challenges or seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the PSA; or
(d) would materially impair the ability of any Florida Target Entity to perform its obligations under the Transaction Documents or the Existing Loan Documents.
2. Our opinion in this Section IV.G is limited to matters reflected in the public records and docket systems searched by us and the certificates and representations provided to us as described above. We have not undertaken a search of all courts, tribunals, or administrative bodies in the State of Florida or in any other jurisdiction, and we express no opinion regarding any litigation, proceeding, or governmental action that may be pending in any court, tribunal, or administrative body not specifically referenced above.
H. Assumed Loan Documents — Florida Law Matters
1. The Florida Target Entities are borrowers under or otherwise obligated with respect to the following assumed indebtedness:
(a) Loan 1-F and Loan 1-G (Pinnacle Federal Bank, N.A.): GMP Lakeland LLC (Loan 1-F) and GMP Southport LLC (Loan 1-G) are borrowers under the Pinnacle Loan Facility. The aggregate outstanding principal balance of all eight (8) loans under the Pinnacle Loan Facility is approximately Four Hundred Twenty-One Million Six Hundred Thousand Dollars ($421,600,000) as of the date hereof. The Pinnacle loans bear interest at a fixed rate of 4.22% per annum and mature on July 1, 2028.
(b) Loan 2-D (Veltrano Capital Lending Corp.): GMP Brickell LLC is the borrower under Loan 2-D pursuant to the Veltrano Loan Documents. The aggregate outstanding principal balance of all four (4) loans under the Veltrano loan facility is approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000) as of the date hereof. The Veltrano loans bear interest at a fixed rate of 4.68% per annum and mature on March 1, 2029.
2. To the extent that the Existing Loan Documents, the Assumption Agreements, the Replacement Guaranties, or the Lender Consent Letters are governed by or require compliance with the laws of the State of Florida, we are of the opinion that:
(a) The Assumption Agreements, the Replacement Guaranties, and the Lender Consent Letters do not violate any applicable Florida statute, rule, or regulation known to us.
(b) The mortgages, assignments of leases and rents, and other security instruments encumbering the Florida Properties, as recorded in the official records of Polk County, Duval County, and Miami-Dade County, Florida, remain valid, subsisting, and enforceable liens on the respective Florida Properties under Florida law following the transfer of the Interests and the assumption of the Existing Loan Documents, subject to the standard enforceability qualifications set forth in Section IV.C.2 above.
(c) The Lender Consent Letters have been duly executed and delivered by the respective lenders and are in full force and effect as of the date hereof: (i) the Pinnacle Consent Letter was executed by Pinnacle Federal Bank, N.A. on June 4, 2024; and (ii) the Veltrano Consent Letter was executed by Veltrano Capital Lending Corp. on May 17, 2024. Based upon our review of the terms of the Lender Consent Letters and the applicable provisions of the Existing Loan Documents, the Lender Consent Letters provide the requisite consent of the lenders to the transfer of the Interests and the change of control of the Florida Target Entities.
3. Consent Fees. The following consent fees have been required by the lenders in connection with the assumption and change of control:
(a) Pinnacle Federal Bank, N.A.: a consent and assumption fee equal to 0.25% of the aggregate outstanding principal balance of all Pinnacle loans, in the amount of approximately One Million Fifty-Four Thousand Dollars ($1,054,000). This fee is allocated across the entire Pinnacle portfolio and is not solely attributable to the Florida Properties secured by Loans 1-F and 1-G.
(b) Veltrano Capital Lending Corp.: a consent and assumption fee equal to 0.50% of the aggregate outstanding principal balance of all Veltrano loans, in the amount of approximately Seven Hundred Eleven Thousand Five Hundred Dollars ($711,500). This fee is allocated across the entire Veltrano portfolio and is not solely attributable to the Florida Property secured by Loan 2-D.
4. Our opinions in this Section IV.H are limited to Florida law matters and do not extend to any provisions of the Existing Loan Documents, the Assumption Agreements, the Replacement Guaranties, or the Lender Consent Letters that are governed by or require compliance with the laws of any other jurisdiction, including, without limitation, the State of New York or the State of Connecticut.
V. QUALIFICATIONS AND LIMITATIONS
The opinions set forth in Section IV above are subject to the following qualifications and limitations:
1. Scope of Laws Addressed. This opinion is limited solely to the laws of the State of Florida as in effect on the date hereof, including applicable Florida statutes, regulations, and published administrative guidance of the Florida Department of Revenue and other Florida governmental authorities. We express no opinion as to the laws of any other jurisdiction, including, without limitation:
(a) The State of Delaware, including all matters arising under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) relating to the formation, governance, good standing, or dissolution of the Florida Target Entities, or the validity and effectiveness of the transfer of membership interests therein;
(b) The State of New York, which governs the PSA and certain of the Transaction Documents;
(c) The State of Connecticut, which may govern certain aspects of the loan documents issued in connection with the Sycamore Life Insurance Company financing (which does not involve the Florida Properties, but is referenced in certain of the Reviewed Documents); and
(d) Federal law, including, without limitation, federal tax law, federal securities law, and federal banking law.
2. Excluded Subject Matter. This opinion does not address, and we express no opinion with respect to:
(a) Federal or state securities laws or regulations, including the Securities Act of 1933, the Securities Exchange Act of 1934, and the Florida Securities and Investor Protection Act (Chapter 517, Florida Statutes);
(b) Federal or state tax law (other than the Florida documentary stamp tax matters expressly addressed in Section IV.E above), including federal income tax, Florida corporate income tax, and any tax consequences arising from the FIRPTA Certificate or the transactions contemplated by the PSA;
(c) Environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and Chapter 376 and Chapter 403, Florida Statutes, and we note that the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC have identified de minimis recognized environmental conditions ("RECs") at the Lakeland Crossings Industrial property, as to which we express no opinion;
(d) The Employee Retirement Income Security Act of 1974 ("ERISA") or any related matters;
(e) Anti-money laundering laws, including the Bank Secrecy Act and the USA PATRIOT Act;
(f) The regulations, executive orders, and sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), or any related matters; and
(g) Any other area of law not expressly addressed in Section IV above.
3. Temporal Limitation. This opinion is rendered as of the date hereof and is based solely upon the facts and circumstances existing, and the laws in effect, as of June 6, 2024. We assume no obligation to update, revise, or supplement this opinion to reflect any changes in law, facts, or circumstances that may occur after the date hereof, whether or not such changes would affect the opinions expressed herein.
4. Reliance Limitation. This opinion is rendered solely for the benefit of the addressees hereof and the other persons and entities entitled to rely hereon as set forth in Section VI below, and solely in connection with the Closing. This opinion may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Palmetto Strauss PA.
5. Enforceability Qualifications. In addition to the enforceability qualifications set forth in Section IV.C.2 above, we note that our opinions regarding the enforceability of the Transaction Documents and the Existing Loan Documents are subject to the following:
(a) Courts may refuse to enforce contractual provisions relating to choice of law, choice of forum, consent to jurisdiction, and waiver of jury trial;
(b) Courts may refuse to enforce contractual provisions that impose penalties, forfeitures, or liquidated damages that the court determines to be unreasonable or punitive in nature;
(c) The remedy of specific performance and other equitable remedies are subject to the discretion of the court before which any proceeding therefor may be brought; and
(d) The enforceability of provisions purporting to release, exculpate, or indemnify a party against its own negligence, willful misconduct, or violation of applicable law may be limited by public policy considerations.
VI. RELIANCE AND DISTRIBUTION
This opinion may be relied upon by the following persons and entities solely in connection with the Closing of the transactions described herein:
(a) Calderwood & Harkness LLP, in its capacity as counsel to Buyer;
(b) Fairwater Real Estate Investment Trust, in its capacity as Buyer under the PSA; and
(c) Commonwealth National Title Insurance Company, in its capacity as title insurer for the Florida Properties.
In addition, this opinion may be furnished to, and relied upon by, the following persons and entities to the extent required under the Lender Consent Letters or the Assumption Agreements, in each case solely for purposes of the transactions contemplated by the PSA:
(d) Pinnacle Federal Bank, N.A., and its counsel, Whitfield & Archer LLP; and
(e) Veltrano Capital Lending Corp., and its counsel, Cranford McCabe LLP, 100 Southeast Second Street, Suite 3000, Miami, Florida 33131.
No other person or entity is entitled to rely on this opinion, and no other person or entity may use, circulate, quote, or otherwise refer to this opinion for any purpose without the prior written consent of Palmetto Strauss PA. Any reliance by any person or entity authorized to rely hereon shall be subject to the assumptions, qualifications, and limitations set forth in this opinion.
[Remainder of This Page Intentionally Left Blank; Signature Page Follows]
Very truly yours,
PALMETTO STRAUSS PA
PALMETTO STRAUSS PA
By: ________
Roberto Strauss, Partner Florida Bar No. 0847263 rstrauss@palmettostrauss.com
Enclosures:
• Exhibit A — List of Florida Target Entities and Properties
• Exhibit B — List of Transaction Documents Reviewed
EXHIBIT A
LIST OF FLORIDA TARGET ENTITIES AND PROPERTIES
The following is a list of the Florida Target Entities and the Florida Properties referenced in this opinion:
EXHIBIT B
LIST OF TRANSACTION DOCUMENTS REVIEWED
The following is a list of the Transaction Documents and other documents reviewed by Palmetto Strauss PA in connection with the preparation and delivery of this opinion, as more fully described in Section II of this opinion:
1. Purchase and Sale Agreement, dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P. and Fairwater Real Estate Investment Trust (execution version), together with all schedules and exhibits thereto.
2. First Amendment to Purchase and Sale Agreement, dated April 12, 2024.
3. Second Amendment to Purchase and Sale Agreement, dated May 28, 2024.
4. Assignment and Assumption of Membership Interests — GMP Lakeland LLC (June 6, 2024).
5. Assignment and Assumption of Membership Interests — GMP Southport LLC (June 6, 2024).
6. Assignment and Assumption of Membership Interests — GMP Brickell LLC (June 6, 2024).
7. Certificates of Formation and Operating Agreements of each Florida Target Entity.
8. Foreign qualification filings and certificates of authority for each Florida Target Entity (Florida Department of State).
9. Certificates of Good Standing — Florida Department of State, for each Florida Target Entity.
10. Certificate of Good Standing — Florida Department of State, for Greystone Meridian Partners Fund III, L.P. (to the extent foreign-qualified).
11. Title Commitments (Commonwealth National Title Insurance Company, Commitment Nos. CTF-2024-FL-7702, CTF-2024-FL-7703, CTF-2024-FL-7704).
12. ALTA/NSPS Land Title Surveys (Meridian Land Surveying, Inc., Daniel Caulfield, PLS, PE).
13. Pinnacle Loan Documents (Master Loan Agreement, September 15, 2020, and related instruments — Loans 1-F and 1-G).
14. Veltrano Loan Documents (Loan Agreement, February 1, 2021, and related instruments — Loan 2-D).
15. Pinnacle Consent Letter (executed June 4, 2024).
16. Veltrano Consent Letter (executed May 17, 2024).
17. Assumption Agreements (Pinnacle and Veltrano).
18. Replacement Guaranties (Fairwater REIT for Pinnacle and Veltrano).
19. Seller's Closing Certificate and Secretary's Certificate.
20. Buyer's Closing Certificate and Secretary's Certificate.
21. FIRPTA Certificate (Seller).
22. Bill of Sale — Personal Property.
23. Assignment and Assumption of Leases, Contracts, and Intangibles.
24. Transfer tax returns and declarations (Florida — Polk County, Duval County, Miami-Dade County).
25. Tenant estoppel certificates (Florida Properties, as received).
26. Subordination, Non-Disturbance and Attornment Agreements (SNDAs) for major tenants at Florida Properties.
27. Such other documents, certificates, and records as deemed necessary or appropriate.
This Exhibit B is provided for reference purposes only and is qualified in its entirety by the more detailed descriptions of the Reviewed Documents set forth in Section II of the opinion to which this Exhibit B is attached.
No. | Florida Target Entity | EIN | Property Name | Property Address | County | Property Type | Approx. RSF | Year Built | Loan
1. | GMP Lakeland LLC (Delaware LLC) | 84-2527834 | Lakeland Crossings Industrial | 7100 Drane Field Road, Lakeland, FL 33811 | Polk County | Logistics / Distribution | 372,000 | 2019 | Loan 1-F (Pinnacle)
2. | GMP Southport LLC (Delaware LLC) | 84-2527849 | Southport Logistics Park | 3200 Southport Connector Road, Jacksonville, FL 32218 | Duval County | Logistics / Distribution | 410,000 | 2021 | Loan 1-G (Pinnacle)
3. | GMP Brickell LLC (Delaware LLC) | 84-2639932 | Brickell Bay Office Building | 1450 Brickell Avenue, Miami, FL 33131 | Miami-Dade County | Class A Office | 152,000 | 2019 | Loan 2-D (Veltrano)

PALMETTO STRAUSS PA Attorneys at Law

I. INTRODUCTION

II. DOCUMENTS EXAMINED

III. ASSUMPTIONS

IV. OPINIONS

V. QUALIFICATIONS AND LIMITATIONS

VI. RELIANCE AND DISTRIBUTION

PALMETTO STRAUSS PA

PALMETTO STRAUSS PA

EXHIBIT A

LIST OF FLORIDA TARGET ENTITIES AND PROPERTIES

EXHIBIT B

LIST OF TRANSACTION DOCUMENTS REVIEWED

Record

Parties

Dates

Amounts