1036-00004 · Client 1036 · Local Counsel

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

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

TALMADGE BEAUMONT LLP Attorneys at Law

1180 Peachtree Street NE, Suite 1900 Atlanta, Georgia 30309 Telephone: (404) 555-8200 Facsimile: (404) 555-8201 www.talmadgebeaumont.com

June 6, 2024

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

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

Attention: David Elgin Park, General Counsel

Copies to:

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

Attention: Douglas Fairchild, Esq. and Grace Nakamura, Esq.

Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006

Attention: Sylvia Hartwell, Esq.

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

Attention: Kenneth Stanhope, Senior Vice President

Pinnacle Federal Bank, N.A. 600 Travis Street, Suite 4400 Houston, Texas 77002

Attention: Bradley Carston, Senior Vice President

Sycamore Life Insurance Company 100 Constitution Plaza Hartford, Connecticut 06103

Attention: Graham Hilliard, Vice President

Re: Purchase and Sale Agreement dated February 28, 2024 (as amended by First Amendment dated April 12, 2024, and Second Amendment dated May 28, 2024) (collectively, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), relating to the acquisition by Buyer of 100% of the membership interests in certain property-owning Delaware limited liability companies, as more particularly described herein — Local Counsel Opinion of Talmadge Beaumont LLP (Georgia Properties)

Ladies and Gentlemen:

1. INTRODUCTION AND ROLE

Talmadge Beaumont LLP ("this Firm," "we," "us," or "our") has been engaged as Georgia local counsel to Fairwater Real Estate Investment Trust ("Buyer" or "Fairwater REIT") in connection with the transactions contemplated by that certain Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment dated April 12, 2024, and as further amended by the Second Amendment dated May 28, 2024 (collectively, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"), and Buyer, pursuant to which Buyer is acquiring 100% of the membership interests (the "Membership Interests") in certain property-owning Delaware limited liability companies (collectively, the "Target Entities"), including the Georgia Target Entities identified herein (the "Transaction").

Our engagement in this matter was coordinated through and at the direction of Calderwood & Harkness LLP ("Calderwood & Harkness"), Buyer's primary outside counsel, pursuant to an engagement letter dated October 5, 2023, bearing Calderwood & Harkness matter number 1036-00004. Catherine Beaumont, Partner at this Firm, serves as the responsible attorney for this engagement and has supervised all work product delivered in connection with this opinion.

This opinion is delivered pursuant to Section 11.3(b)(vi) of the PSA and the requirements set forth in the Local Counsel Coordination Memorandum circulated by Calderwood & Harkness on November 17, 2023, and is given as of the closing date of the Transaction, June 6, 2024 (the "Closing Date").

The scope of this opinion is limited exclusively to the following four Target Entities (collectively, the "Georgia Target Entities") and the real properties owned by each such Georgia Target Entity and located in the State of Georgia (collectively, the "Georgia Properties"):

(a) GMP Fairfield I LLC (EIN 84-2310561), a Delaware limited liability company qualified to do business in Georgia, which owns the property known as Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213;

(b) GMP Fairfield II LLC (EIN 84-2310578), a Delaware limited liability company qualified to do business in Georgia, which owns the property known as Fairfield Logistics Center II, located at 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213;

(c) GMP Buckhead LLC (EIN 84-2639901), a Delaware limited liability company qualified to do business in Georgia, which owns the property known as Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326; and

(d) GMP Peachtree LLC (EIN 84-2741063), a Delaware limited liability company qualified to do business in Georgia, which owns the property known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071.

In connection with the foregoing, we have reviewed the PSA, including all exhibits thereto (including, without limitation, Exhibit K — Purchase Price Allocation Schedule, and Exhibit P — Permitted Exceptions) and all schedules. The Transaction involves the acquisition by Buyer of 100% of the Membership Interests in each of the Target Entities (including the Georgia Target Entities) from Seller. The aggregate purchase price for the entire portfolio is One Billion One Hundred Million Dollars ($1,100,000,000.00), which is allocated among fourteen (14) properties in accordance with the appraised values determined by Stonebridge Valuation Advisors, LLC as set forth on Exhibit K to the PSA. The Transaction is structured as an entity-level purchase of 100% of the Membership Interests, constituting a change of control of each Target Entity, including each Georgia Target Entity.

This opinion may be relied upon by: (i) Fairwater Real Estate Investment Trust; (ii) Calderwood & Harkness LLP; (iii) Commonwealth National Title Insurance Company, in its capacity as title insurer and escrow agent; (iv) Pinnacle Federal Bank, N.A., in its capacity as lender with respect to Loans 1-A and 1-B secured by the Fairfield Logistics Center I and Fairfield Logistics Center II properties; (v) Sycamore Life Insurance Company, in its capacity as lender with respect to Loan 3-A secured by the Peachtree Corners Logistics Center property; and (vi) the respective successors and assigns of each of the foregoing, subject to the qualifications and limitations set forth in Section 5 of this opinion.

2. DOCUMENTS EXAMINED

In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, records, and other materials (collectively, the "Reviewed Documents"):

(a) The Purchase and Sale Agreement dated February 28, 2024, by and between Seller and Buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and as further amended by the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "PSA"), together with all exhibits and schedules thereto;

(b) The Assignment and Assumption of Membership Interests for GMP Fairfield I LLC, dated June 6, 2024, by and between Seller (as assignor) and Buyer (as assignee);

(c) The Assignment and Assumption of Membership Interests for GMP Fairfield II LLC, dated June 6, 2024, by and between Seller (as assignor) and Buyer (as assignee);

(d) The Assignment and Assumption of Membership Interests for GMP Buckhead LLC, dated June 6, 2024, by and between Seller (as assignor) and Buyer (as assignee);

(e) The Assignment and Assumption of Membership Interests for GMP Peachtree LLC, dated June 6, 2024, by and between Seller (as assignor) and Buyer (as assignee);

(f) The Certificate of Formation of each Georgia Target Entity as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto (each Georgia Target Entity being a Delaware limited liability company);

(g) Certificates of Good Standing for each Georgia Target Entity issued by the Secretary of State of the State of Delaware, each dated not more than ten (10) business days prior to the Closing Date;

(h) The Certificate of Authority or Foreign Qualification for each Georgia Target Entity, as filed with and issued by the Secretary of State of the State of Georgia, evidencing that each such entity is authorized to transact business in the State of Georgia as a foreign limited liability company;

(i) Certificates of Existence (or equivalent confirmation of active status) for each Georgia Target Entity issued by the Secretary of State of the State of Georgia, each dated not more than ten (10) business days prior to the Closing Date;

(j) The Operating Agreement of each Georgia Target Entity, together with any and all amendments thereto, as provided to us by Seller's counsel;

(k) The Resolutions of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Greystone Meridian Partners Fund III, L.P. and indirect controlling person of each Georgia Target Entity, authorizing and approving the Transaction, including the sale and transfer of 100% of the Membership Interests in each Georgia Target Entity;

(l) The Secretary's Certificate of Seller, attaching incumbency certificates, specimen signatures, and certified copies of the organizational documents of Seller and Greystone Meridian Capital LLC;

(m) Title commitments issued by Commonwealth National Title Insurance Company ("Commonwealth Title") for each of the four Georgia Properties (Commitment Nos. GA-2024-001175 through GA-2024-001178), together with all exception documents referenced therein;

(n) ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) for each of the four Georgia Properties, each certified to Buyer, Seller, Commonwealth Title, Pinnacle Federal Bank, N.A., and Sycamore Life Insurance Company, each dated or updated within ninety (90) days of the Closing Date;

(o) Pro forma ALTA Owner's Policies of Title Insurance (2021 form) for each of the four Georgia Properties, as prepared by Commonwealth Title;

(p) Seller's Title Affidavits executed by authorized representatives of each Georgia Target Entity in favor of Commonwealth Title;

(q) The Master Loan Agreement dated September 15, 2020, by and among Pinnacle Federal Bank, N.A. ("Pinnacle"), as lender, and GMP Fairfield I LLC and GMP Fairfield II LLC, as borrowers, as amended by the First Amendment to Master Loan Agreement dated March 1, 2022, and as further amended by the Second Amendment to Master Loan Agreement dated August 15, 2023, together with all promissory notes, deeds to secure debt, assignments of leases and rents, and other loan documents executed in connection therewith (collectively, the "Pinnacle Loan Documents") (pertaining to Loans 1-A and 1-B);

(r) The Note Purchase Agreement dated November 22, 2019, by and between Sycamore Life Insurance Company ("Sycamore"), as noteholder, and GMP Peachtree LLC, as borrower, as amended by the First Amendment to Note Purchase Agreement dated June 30, 2021, together with all promissory notes, deeds to secure debt, assignments of leases and rents, environmental indemnity agreements, and other loan documents executed in connection therewith (collectively, the "Sycamore Loan Documents") (pertaining to Loan 3-A);

(s) The consent letter executed by Pinnacle Federal Bank, N.A. dated June 4, 2024, consenting to the transfer of 100% of the Membership Interests in GMP Fairfield I LLC and GMP Fairfield II LLC from Seller to Buyer and to the related change of control of each such entity (the "Pinnacle Consent");

(t) The consent letter executed by Sycamore Life Insurance Company dated May 22, 2024, consenting to the transfer of 100% of the Membership Interests in GMP Peachtree LLC from Seller to Buyer and to the related change of control of such entity (the "Sycamore Consent");

(u) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A. dated June 6, 2024, replacing the existing guaranty of Greystone Meridian Partners Fund III, L.P. under the Pinnacle Loan Documents;

(v) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Sycamore Life Insurance Company dated June 6, 2024, replacing the existing guaranty of Greystone Meridian Partners Fund III, L.P. under the Sycamore Loan Documents;

(w) The Assumption Agreement by and among Pinnacle Federal Bank, N.A., GMP Fairfield I LLC, GMP Fairfield II LLC, and Fairwater Real Estate Investment Trust, dated June 6, 2024;

(x) The Assumption Agreement by and among Sycamore Life Insurance Company, GMP Peachtree LLC, and Fairwater Real Estate Investment Trust, dated June 6, 2024;

(y) Georgia real estate transfer tax declarations and returns prepared for each of the four Georgia Properties, together with supporting documentation relating to the calculation of transfer taxes due in connection with the Transaction;

(z) Uniform Commercial Code lien searches conducted in the following jurisdictions:

(i) Delaware Secretary of State — for each Georgia Target Entity (as debtor);

(ii) Clerk of Superior Court, Fulton County, Georgia — for GMP Fairfield I LLC, GMP Fairfield II LLC, and GMP Buckhead LLC (as debtors), and with respect to the real property records pertaining to the Fairfield and Buckhead properties;

(iii) Clerk of Superior Court, Gwinnett County, Georgia — for GMP Peachtree LLC (as debtor), and with respect to the real property records pertaining to the Peachtree Corners property;

(aa) Judgment and lien searches conducted in the Superior Courts of Fulton County, Georgia, and Gwinnett County, Georgia, with respect to each Georgia Target Entity;

(bb) Zoning confirmation letters obtained from the applicable municipal zoning authorities for each of the four Georgia Properties, specifically:

(i) City of Fairburn, Georgia — for Fairfield Logistics Center I and Fairfield Logistics Center II;

(ii) City of Atlanta, Georgia — for Buckhead Place Office Tower;

(iii) City of Peachtree Corners, Georgia — for Peachtree Corners Logistics Center;

(cc) Phase I Environmental Site Assessment reports prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist) for each of the four Georgia Properties, each dated within one hundred eighty (180) days of the Closing Date;

(dd) Property Condition Assessment reports prepared by Rampart Building Sciences, Inc. (Alan Westbrook, PE) for each of the four Georgia Properties, including the report for Buckhead Place Office Tower, which identified an estimated $890,000 in immediate repair costs;

(ee) Tenant estoppel certificates received in connection with the Georgia Properties, as required under Section 8.2(d) of the PSA; and

(ff) Such other documents, records, certificates, agreements, instruments, corporate records, public filings, and materials as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein.

The documents, instruments, and materials described in clauses (a) through (ff) above are collectively referred to herein as the "Reviewed Documents." A detailed list of the Reviewed Documents, cross-referenced to the descriptions set forth in this Section 2, is attached hereto as Appendix B.

3. ASSUMPTIONS

In rendering the opinions set forth in Section 4 of this opinion letter, we have assumed the following, without independent investigation or verification (collectively, the "Assumptions"):

(a) Genuineness of Signatures. All signatures on all documents reviewed by us are genuine, except that we have not assumed the genuineness of signatures of persons signing on behalf of the Georgia Target Entities or Seller to the extent such signatures were executed in the State of Georgia or pertain to Georgia-law matters within the scope of our engagement.

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

(c) Due Authorization by Buyer. The PSA and all transaction documents have been duly authorized, executed, and delivered by Buyer, Fairwater Real Estate Investment Trust, a Maryland real estate investment trust. We express no opinion as to the laws of the State of Maryland or the internal governance requirements of Fairwater REIT, and we have assumed that all necessary actions, consents, and approvals under Maryland law and the Declaration of Trust and Bylaws of Fairwater REIT have been obtained or taken.

(d) Formation and Existence Under Delaware Law. Each Georgia Target Entity has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware. We opine in this letter only as to matters arising under the laws of the State of Georgia and have relied upon the Certificates of Good Standing issued by the Delaware Secretary of State for confirmation of each Georgia Target Entity's status under Delaware law.

(e) Authorization Under Delaware Law. The sale and transfer of 100% of the Membership Interests in each Georgia Target Entity by GMP Fund III has been duly authorized under Delaware law and in accordance with the applicable Operating Agreement of each Georgia Target Entity and the limited partnership agreement of GMP Fund III.

(f) Accuracy of Certificates and Representations. All certificates, representations, warranties, and statements of fact provided by the parties to the Transaction, their respective officers, managers, members, and authorized representatives, and by public officials in connection with the Reviewed Documents, are true, correct, and complete in all material respects as of the date given and as of the Closing Date.

(g) Legal Capacity and Authority. Each party to the Transaction and to each of the transaction documents has the requisite legal capacity and authority to enter into, execute, deliver, and perform its obligations under the transaction documents to which it is a party.

(h) Satisfaction of Conditions Precedent. All conditions precedent to the obligations of the parties to close the Transaction under the PSA have been duly satisfied or, to the extent permitted by the PSA, validly waived as of the Closing Date.

(i) No Modification or Termination. None of the Reviewed Documents has been amended, modified, supplemented, or terminated, in whole or in part, by any oral or written agreement, except as disclosed to us in writing and reflected in the Reviewed Documents.

(j) Natural Persons. Each natural person executing any of the Reviewed Documents is legally competent and has reached the age of majority.

(k) Good Faith and Fair Dealing. Each party to the Transaction has acted in good faith and without notice of any defense against the enforcement of any rights created by, or any adverse claim to any property or security interest transferred or created under, the Reviewed Documents.

4. OPINIONS

Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 5 of this opinion letter, we are of the opinion that:

4.1 Foreign Qualification and Good Standing in Georgia

Each of (a) GMP Fairfield I LLC, (b) GMP Fairfield II LLC, (c) GMP Buckhead LLC, and (d) GMP Peachtree LLC (collectively, the "Georgia Target Entities") is duly qualified to transact business as a foreign limited liability company in the State of Georgia pursuant to the applicable provisions of the Georgia Revised Uniform Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., and the Georgia Secretary of State's regulations promulgated thereunder.

Each Georgia Target Entity is in good standing (or the equivalent status of "active," as reflected in the records maintained by the Corporations Division of the Office of the Georgia Secretary of State) with the Georgia Secretary of State as of the date hereof. We have confirmed the active status of each Georgia Target Entity through our review of the Certificates of Existence issued by the Georgia Secretary of State, each dated within ten (10) business days prior to the Closing Date, and through independent online verification of each entity's status in the Georgia Secretary of State's Corporations Division database.

Each Georgia Target Entity holds a valid and subsisting Certificate of Authority issued by the Georgia Secretary of State authorizing such entity to transact business in the State of Georgia as a foreign limited liability company. To our knowledge, no proceeding is pending or threatened for the revocation, cancellation, or suspension of any such Certificate of Authority.

4.2 Authority and Capacity to Own Real Property in Georgia

Each Georgia Target Entity has the requisite authority and capacity under the laws of the State of Georgia to own, hold, lease, manage, and operate real property in the State of Georgia. Under Georgia law, a foreign limited liability company that has obtained a Certificate of Authority from the Georgia Secretary of State has the same rights, privileges, and powers as a domestic limited liability company with respect to the ownership and operation of real property situated in the State of Georgia.

Specifically, based upon our review of the Reviewed Documents and the applicable provisions of Georgia law, including without limitation O.C.G.A. § 14-11-702 and O.C.G.A. § 14-11-301, each Georgia Target Entity has the authority and capacity to own the following Georgia Property:

(a) GMP Fairfield I LLC (EIN 84-2310561): Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213, comprising approximately 412,000 rentable square feet of logistics/warehouse space, constructed in 2020, situated on approximately 32.7 acres in Fulton County, Georgia;

(b) GMP Fairfield II LLC (EIN 84-2310578): Fairfield Logistics Center II, located at 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213, comprising approximately 387,000 rentable square feet of logistics/warehouse space, constructed in 2020, situated on approximately 29.4 acres in Fulton County, Georgia;

(c) GMP Buckhead LLC (EIN 84-2639901): Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326, comprising approximately 285,000 rentable square feet of Class A office space, constructed in 2018, situated on approximately 2.1 acres in Fulton County, Georgia; and

(d) GMP Peachtree LLC (EIN 84-2741063): Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071, comprising approximately 345,000 rentable square feet of logistics/warehouse space, constructed in 2020, situated on approximately 27.8 acres in Gwinnett County, Georgia.

Nothing has come to our attention in the course of our review that would indicate that any Georgia Target Entity lacks the requisite authority or capacity under Georgia law to continue to own, hold, and operate its respective Georgia Property following the consummation of the Transaction and the resulting change in the membership of such entity.

4.3 Enforceability of Transaction Documents Under Georgia Law

To the extent that any of the transaction documents executed and delivered in connection with the Transaction, including without limitation the Assignments and Assumptions of Membership Interests for each Georgia Target Entity (each dated June 6, 2024), the Replacement Guaranties, the Assumption Agreements, the Georgia real estate transfer tax declarations, and all other ancillary documents and instruments executed in connection with the Transaction (collectively, the "Transaction Documents"), are governed by or otherwise subject to the laws of the State of Georgia, such Transaction Documents constitute the legal, valid, and binding obligations of the parties thereto, enforceable against such parties in accordance with their respective terms.

The foregoing opinion is subject to the following standard enforceability exceptions:

(a) Applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws affecting the enforcement of creditors' rights generally as from time to time in effect;

(b) General principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), whether applied in a proceeding at law or in equity, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of whether enforceability is considered in a proceeding at law or in equity; and

(c) The qualification that certain remedial provisions of the Transaction Documents may be further limited or rendered unenforceable by applicable Georgia law or public policy, but that such limitations and unenforceability will not, in our opinion, prevent the practical realization of the principal benefits intended to be provided by the Transaction Documents.

We note that the PSA is governed by the laws of the State of New York, as set forth in Section 14.10 thereof. This opinion addresses only those aspects of the Transaction Documents and ancillary documents that are subject to or governed by the laws of the State of Georgia, and we express no opinion as to the enforceability of the PSA or any other Transaction Document under New York law or the law of any other jurisdiction.

4.4 No Conflict with Georgia Law

The execution, delivery, and performance of the Transaction Documents by Seller and the Georgia Target Entities, and the consummation of the transactions contemplated thereby, including without limitation the transfer of 100% of the Membership Interests in each Georgia Target Entity from GMP Fund III to Fairwater REIT and the resulting change of control of each Georgia Target Entity, do not and will not:

(a) Violate any provision of any Georgia statute, rule, regulation, or order of any Georgia court or governmental authority known to us that is applicable to Seller, any Georgia Target Entity, or any Georgia Property;

(b) Result in a breach of, or constitute a default under, any provision of the Certificate of Authority or other organizational filing of any Georgia Target Entity with the Georgia Secretary of State; or

(c) Require any consent, approval, license, permit, order, or authorization of, or registration, declaration, notice, or filing with, any Georgia governmental authority or agency that has not been obtained, made, or given prior to or simultaneously with the Closing Date, other than (i) the Georgia real estate transfer tax filings and payments addressed in Opinion 4.6 below, and (ii) routine post-closing filings, if any, required in the ordinary course of business.

In rendering the opinion set forth in this Section 4.4, we have considered the fact that the Transaction is structured as an entity-level transfer of 100% of the Membership Interests in each Georgia Target Entity, rather than a direct transfer of fee simple title to the Georgia Properties. Such entity-level transfer does not require the recording of a deed or other instrument of conveyance in the Georgia land records, and no governmental approval or consent under Georgia law is required for the change in membership of a foreign limited liability company qualified to do business in Georgia, other than the transfer tax filings referenced above.

4.5 No Litigation (Georgia Courts)

Based on our review of (a) judgment and lien searches conducted in the Superior Court of Fulton County, Georgia, and the Superior Court of Gwinnett County, Georgia, each search effective through a date not more than five (5) business days prior to the Closing Date, (b) the dockets of the Court of Appeals of Georgia and the Supreme Court of Georgia, and (c) such other inquiries as we have deemed appropriate, no litigation, lawsuit, action, proceeding, arbitration, claim, or governmental investigation is pending or, to our knowledge, threatened against any Georgia Target Entity in any Georgia state court as of the date hereof.

This opinion is limited to matters pending in or before the courts of the State of Georgia and does not extend to any federal court, any court of any other state, or any administrative agency, tribunal, or other governmental body. We have not conducted searches or inquiries with respect to any federal court (including the United States District Court for the Northern District of Georgia or the United States Bankruptcy Court for the Northern District of Georgia), and we express no opinion as to any matter that may be pending in any such court.

4.6 Georgia Real Estate Transfer Tax Compliance

(a) Structure and Applicability. The Transaction is structured as an entity-level transfer of 100% of the Membership Interests in each Georgia Target Entity, constituting a change of control of each such entity within the meaning of the Georgia real estate transfer tax statutes. Under Georgia law, specifically O.C.G.A. § 48-6-1 et seq. and the regulations promulgated by the Georgia Department of Revenue thereunder, a transfer of a controlling interest (defined as fifty percent (50%) or more of the total interest) in an entity owning real property in Georgia is treated as a transfer of the real property itself for purposes of the Georgia real estate transfer tax. Accordingly, the transfer of 100% of the Membership Interests in each Georgia Target Entity to Buyer is subject to the Georgia real estate transfer tax at the applicable rate of $1.00 per $1,000.00 of consideration (or fraction thereof).

(b) Estimated Transfer Tax. Based on the portion of the aggregate purchase price of $1,100,000,000.00 allocated to the four Georgia Properties in accordance with Exhibit K to the PSA (which allocation is based on appraised values determined by Stonebridge Valuation Advisors, LLC), and after application of applicable credits for assumed indebtedness under the Pinnacle Loan Documents and the Sycamore Loan Documents, the estimated aggregate Georgia real estate transfer tax for the four Georgia Properties is approximately One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). A detailed calculation of the transfer tax for each Georgia Property is set forth in Appendix C attached hereto.

(c) Transfer Tax Allocation Under the PSA. Pursuant to Section 12.4 of the PSA, all real estate transfer taxes, conveyance taxes, and similar taxes and charges imposed in connection with the Transaction are to be borne equally by Buyer and Seller, with each party responsible for fifty percent (50%) of all such taxes. Based on total estimated transfer taxes of approximately $3,850,000.00 for the entire fourteen-property portfolio, each party's share is approximately $1,925,000.00. The Georgia portion of such taxes is approximately $625,000.00 per party.

(d) Transfer Tax Declarations and Returns. We have prepared and/or reviewed the Georgia real estate transfer tax declarations (Form PT-61) for each of the four Georgia Properties and confirm that such declarations are in proper form and substance for filing with the applicable Georgia county Clerks of Superior Court, specifically:

(i) Fulton County Clerk of Superior Court — for Fairfield Logistics Center I (4200 Fairfield Industrial Blvd, Fairburn, GA), Fairfield Logistics Center II (4300 Fairfield Industrial Blvd, Fairburn, GA), and Buckhead Place Office Tower (3380 Peachtree Road NE, Atlanta, GA); and

(ii) Gwinnett County Clerk of Superior Court — for Peachtree Corners Logistics Center (5900 Peachtree Industrial Blvd, Peachtree Corners, GA).

(e) Payment. The Georgia real estate transfer taxes for each of the four Georgia Properties are to be paid on the Closing Date, June 6, 2024, as reflected in the closing settlement statements and the funds flow memorandum prepared by Commonwealth National Title Insurance Company in its capacity as escrow agent for the Transaction.

4.7 Title and Recording Matters (Limited)

(a) No Deed Required. We note that the Transaction is structured as an entity-level transfer of 100% of the Membership Interests in each Georgia Target Entity, rather than a direct conveyance of fee simple title to any Georgia Property. Accordingly, no deed, limited warranty deed, special warranty deed, quit claim deed, or other instrument of conveyance of real property is required to be executed or recorded in the land records of any county in the State of Georgia in connection with the Transaction.

(b) Continued Vesting of Title. Each Georgia Target Entity continues to hold fee simple title to its respective Georgia Property following the consummation of the Transaction and the resulting change in membership of such entity. The real property comprising each Georgia Property remains vested in the same legal entity — the applicable Georgia Target Entity — before and after the closing of the Transaction. The change in the ownership of the Membership Interests in each Georgia Target Entity does not, under Georgia law, affect the vesting of fee simple title to the real property owned by such entity.

(c) Existing Mortgage Instruments. No re-recording of existing deeds to secure debt, security deeds, assignments of leases and rents, or other mortgage instruments or encumbrances affecting any Georgia Property is required under Georgia law solely by reason of the change in the membership or control of the borrower entity, provided that the applicable lender has consented to the change of control. We have confirmed that lender consents have been obtained from each applicable lender:

(i) Pinnacle Federal Bank, N.A. — The Pinnacle Consent, dated June 4, 2024, consents to the transfer of 100% of the Membership Interests in GMP Fairfield I LLC and GMP Fairfield II LLC and the resulting change of control, subject to the execution and delivery of the Replacement Guaranty and the Assumption Agreement referenced in Section 2 above; and

(ii) Sycamore Life Insurance Company — The Sycamore Consent, dated May 22, 2024, consents to the transfer of 100% of the Membership Interests in GMP Peachtree LLC and the resulting change of control, subject to the execution and delivery of the Replacement Guaranty and the Assumption Agreement referenced in Section 2 above.

We note that GMP Buckhead LLC (the owner of Buckhead Place Office Tower) is not a borrower under any existing mortgage loan, and accordingly no lender consent was required with respect to such entity.

(d) Title Insurance. Pro forma ALTA Owner's Policies of Title Insurance (2021 form) have been issued or committed to be issued by Commonwealth National Title Insurance Company for each of the four Georgia Properties. We have reviewed such pro forma policies and have confirmed that the exceptions to coverage listed therein, including the permitted exceptions set forth on Schedule B-II of each policy, are consistent with the permitted exceptions listed on Exhibit P to the PSA for each Georgia Property. We have coordinated our review with Kenneth Stanhope, Senior Vice President and Title Officer at Commonwealth Title, and with Virginia Moorehead, Assistant Vice President and National Counsel at Commonwealth Title, and we are not aware of any title defect, encumbrance, lien, or exception affecting any Georgia Property that is not disclosed on the applicable title commitment or listed as a permitted exception under Exhibit P to the PSA.

4.8 Zoning Compliance

Zoning confirmation letters have been obtained for all four Georgia Properties. We note that this represents four (4) of the fourteen (14) properties in the portfolio-wide acquisition, and that zoning confirmations for all fourteen properties have been obtained as reported by Calderwood & Harkness LLP.

Based on our review of the zoning confirmation letters obtained from the applicable municipal zoning authorities, and on our review of applicable zoning ordinances, maps, and regulations, we confirm the following:

(a) Fairfield Logistics Center I (4200 Fairfield Industrial Blvd, Fairburn, GA 30213): This property is located within the industrial/logistics zoning district of the City of Fairburn, Fulton County, Georgia. The current use of the property as a logistics and warehouse facility is a permitted use within the applicable zoning classification. The property is in compliance with all applicable setback, height, parking, lot coverage, and other dimensional requirements of the City of Fairburn zoning ordinance.

(b) Fairfield Logistics Center II (4300 Fairfield Industrial Blvd, Fairburn, GA 30213): This property is located within the industrial/logistics zoning district of the City of Fairburn, Fulton County, Georgia. The current use of the property as a logistics and warehouse facility is a permitted use within the applicable zoning classification. The property is in compliance with all applicable setback, height, parking, lot coverage, and other dimensional requirements of the City of Fairburn zoning ordinance.

(c) Buckhead Place Office Tower (3380 Peachtree Road NE, Atlanta, GA 30326): This property is located within a commercial/office zoning district of the City of Atlanta, Fulton County, Georgia. The current use of the property as a Class A office building is a permitted use within the applicable zoning classification. The property is in compliance with all applicable setback, height, floor area ratio, parking, and other dimensional requirements of the City of Atlanta zoning ordinance.

(d) Peachtree Corners Logistics Center (5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071): This property is located within the industrial/logistics zoning district of the City of Peachtree Corners, Gwinnett County, Georgia. The current use of the property as a logistics and warehouse facility is a permitted use within the applicable zoning classification. The property is in compliance with all applicable setback, height, parking, lot coverage, and other dimensional requirements of the City of Peachtree Corners zoning ordinance.

Based on our review, no variances, special use permits, conditional use permits, or other discretionary land use approvals affecting any Georgia Property are currently outstanding, pending, or required for the continuation of the existing use of any Georgia Property. Each Georgia Property is being used in a manner that is consistent with and permitted by its applicable zoning classification as of the date hereof.

5. QUALIFICATIONS AND LIMITATIONS

The opinions set forth in Section 4 of this opinion letter are subject to the following qualifications and limitations:

(a) Limitation to Georgia Law. This opinion is limited solely to the laws of the State of Georgia as currently in effect on the date hereof, including the applicable rules, regulations, and orders of Georgia governmental agencies and authorities, and the reported judicial decisions interpreting such laws, rules, regulations, and orders. We express no opinion as to the laws of any other jurisdiction, including without limitation:

(i) The laws of the State of Delaware, including without limitation the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and all other Delaware entity law relating to the formation, governance, good standing, operating agreements, or dissolution of the Georgia Target Entities;

(ii) The laws of the State of Maryland, including without limitation the Maryland REIT statute and all other Maryland trust law relating to the formation, governance, and authority of Fairwater Real Estate Investment Trust;

(iii) The laws of the State of New York, including without limitation the New York Uniform Commercial Code and the law governing the PSA pursuant to its choice-of-law provision; and

(iv) Federal law, including without limitation the matters described in clause (b) below.

(b) Federal Law Exclusions. We express no opinion as to any matter arising under or governed by federal law, including without limitation:

(i) Federal securities laws or regulations, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder;

(ii) Federal tax laws, including without limitation the qualification of Fairwater REIT as a "real estate investment trust" under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), the application of the Foreign Investment in Real Property Tax Act ("FIRPTA") (Sections 897 and 1445 of the Code) to the Transaction, and the allocation of the purchase price among assets under Section 1060 of the Code and Treasury Regulation § 1.1060-1 (such matters being addressed by Sylvia Hartwell, Specialist Partner, Tax, of Calderwood & Harkness LLP and by Ashford Prewitt LLP, Buyer's independent accountants); and

(iii) Any other provision of federal law or regulation.

(c) Environmental Laws. We express no opinion as to the application of or compliance with any federal, state, or local environmental law, rule, or regulation, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Georgia Hazardous Site Response Act (O.C.G.A. § 12-8-90 et seq.), or any other environmental statute or regulation. Environmental due diligence with respect to the Georgia Properties has been conducted by Trident Environmental Group LLC under the direction of Rachel Kwan, Senior Environmental Scientist, and the results of such due diligence are summarized in the Phase I Environmental Site Assessments prepared for each Georgia Property. We note that the Phase I ESAs for the Peachtree Corners Logistics Center and the Fairfield Logistics Centers I and II identified no recognized environmental conditions ("RECs"), and that the environmental due diligence findings are summarized in the environmental due diligence summary memorandum prepared by Calderwood & Harkness LLP.

(d) Insurance Matters. We express no opinion as to the adequacy, scope, or sufficiency of any insurance coverage maintained by or for the benefit of any Georgia Target Entity or with respect to any Georgia Property. Insurance matters have been coordinated by Hartwick Gunderson & Associates, Inc. as the Buyer's insurance broker and advisor, with coverage provided by Ironclad Indemnity Insurance Company and other carriers.

(e) Representations and Warranties Insurance. We express no opinion as to any matters relating to the representations and warranties insurance policy issued by Sentinel Specialty Insurance Company in connection with the Transaction, including without limitation the scope of coverage, the policy limit of Fifty-Five Million Dollars ($55,000,000.00), the retention of Eleven Million Dollars ($11,000,000.00), or any terms, conditions, exclusions, or endorsements thereof.

(f) Standard Enforceability Qualifications. The opinions set forth herein are subject to:

(i) The effect of bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, fraudulent transfer, fraudulent conveyance, preference, and other similar laws relating to or affecting the enforcement of creditors' rights generally as from time to time in effect, including without limitation the United States Bankruptcy Code (11 U.S.C. § 101 et seq.);

(ii) The effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforceability is considered in a proceeding at law or in equity, and the discretion of the court before which any proceeding therefor may be brought;

(iii) The possible unenforceability of provisions of the Transaction Documents relating to indemnification, contribution, or exculpation to the extent such provisions are limited or rendered unenforceable by applicable law or public policy, including without limitation Georgia statutory provisions limiting the scope of indemnification; and

(iv) The possible unenforceability of provisions of the Transaction Documents relating to waivers, releases, or provisions purporting to limit the rights of parties to assert defenses, or provisions relating to delay or omission of exercise of remedies, to the extent such provisions are limited or rendered unenforceable by applicable Georgia law or public policy.

(g) Reliance and Distribution. This opinion is rendered solely for the benefit of the addressees named herein and may not be relied upon, quoted, cited, or otherwise referred to by any other person or entity, nor may copies of this opinion be furnished to any other person or entity, without our prior written consent, except that this opinion may be relied upon by:

(i) Pinnacle Federal Bank, N.A. and its counsel, Whitfield & Archer LLP, as lender with respect to the Fairfield Logistics Center I and Fairfield Logistics Center II properties; and

(ii) Sycamore Life Insurance Company and its counsel, Partridge Wynn & Slater LLP, as lender with respect to the Peachtree Corners Logistics Center property.

6. RELIANCE ON OTHER COUNSEL AND PROFESSIONALS

In rendering the opinions set forth in this opinion letter, we have relied upon the following opinions, certifications, reports, and materials prepared or provided by other counsel and professionals, without independent investigation or verification of the matters addressed therein:

(a) Calderwood & Harkness LLP. We have relied upon the opinions and certifications of Calderwood & Harkness LLP as to all matters of New York law and federal law, including without limitation matters relating to the enforceability of the PSA under New York law, the application of federal securities laws to the Transaction, and the federal tax treatment of the Transaction. We have also relied upon Calderwood & Harkness LLP's coordination of the overall local counsel engagement and the guidance provided in the Local Counsel Coordination Memorandum.

(b) Delaware Secretary of State. We have relied upon the certifications of the Secretary of State of the State of Delaware as to the formation, valid existence, and good standing of each Georgia Target Entity under the laws of the State of Delaware, as evidenced by the Certificates of Good Standing issued for each such entity.

(c) Commonwealth National Title Insurance Company. We have relied upon the title commitments and pro forma ALTA Owner's Policies of Title Insurance issued by Commonwealth National Title Insurance Company for each Georgia Property for all title matters, including without limitation the identification of liens, encumbrances, easements, restrictions, and other exceptions to title. We have coordinated our review of such title matters with Virginia Moorehead, Assistant Vice President and National Counsel at Commonwealth Title.

(d) Meridian Land Surveying, Inc. We have relied upon the ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) for each Georgia Property for all survey matters, including without limitation the identification of boundary lines, easements, encroachments, and other survey-related matters depicted on such surveys.

(e) Local Counsel Coordination. We have coordinated with Calderwood & Harkness LLP on the overall local counsel engagement for the Transaction, as described in the Local Counsel Coordination Memorandum prepared and circulated by Calderwood & Harkness LLP. Our engagement has been limited to the Georgia Properties and the Georgia Target Entities as described herein, and we understand that local counsel opinions for properties located in other jurisdictions have been or are being separately delivered by other local counsel firms engaged by Calderwood & Harkness LLP on behalf of Buyer.

We trust that the foregoing opinions are responsive to the requirements of the PSA and the needs of the addressees in connection with the closing of the Transaction. This opinion speaks only as of the date hereof, and we undertake no obligation to update or supplement this opinion to reflect any changes in law, fact, or circumstance occurring after the date hereof.

If you have any questions regarding this opinion or require any additional information, please do not hesitate to contact the undersigned at (404) 555-8214 or by email at cbeaumont@talmadgebeaumont.com.

Very truly yours,

TALMADGE BEAUMONT LLP

By: ________

Catherine Beaumont, Partner 1180 Peachtree Street NE, Suite 1900 Atlanta, Georgia 30309 Telephone: (404) 555-8214

Email: cbeaumont@talmadgebeaumont.com

Enclosures:

• Appendix A: List of Georgia Target Entities

• Appendix B: List of Documents Examined (Detailed)

• Appendix C: Georgia Real Estate Transfer Tax Calculation Summary

APPENDIX A

LIST OF GEORGIA TARGET ENTITIES

The following table sets forth each Georgia Target Entity, its federal employer identification number, the Georgia Property owned by such entity, the property type, and the approximate rentable square footage of each property.

Total Rentable square Footage (Georgia Properties): 1,429,000 RSF

Notes:

1. Each Georgia Target Entity is a Delaware limited liability company qualified to transact business in the State of Georgia as a foreign limited liability company.

2. Each Georgia Target Entity is a wholly owned subsidiary of Greystone Meridian Partners Fund III, L.P. (prior to the Closing Date) and will become a wholly owned subsidiary of Fairwater Real Estate Investment Trust upon consummation of the Transaction.

3. The Fairfield Logistics Center I and Fairfield Logistics Center II are adjacent properties located in Fairburn, Georgia, in Fulton County. The Buckhead Place Office Tower is located in the Buckhead neighborhood of Atlanta, Georgia, in Fulton County. The Peachtree Corners Logistics Center is located in Peachtree Corners, Georgia, in Gwinnett County.

4. All four Georgia Properties were constructed in or after 2018 and are considered modern, institutional-quality commercial real estate assets.

APPENDIX B

LIST OF DOCUMENTS EXAMINED (DETAILED)

The following is a detailed list of the documents, instruments, certificates, records, and other materials examined by Talmadge Beaumont LLP in connection with the preparation and delivery of the foregoing opinion letter. Each item corresponds to and supplements the descriptions set forth in Section 2 of the opinion letter.

I. Transaction Documents

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, together with all exhibits and schedules thereto, including Exhibit K (Purchase Price Allocation Schedule) and Exhibit P (Permitted Exceptions). (Section 2(a))

2. First Amendment to Purchase and Sale Agreement dated April 12, 2024. (Section 2(a))

3. Second Amendment to Purchase and Sale Agreement dated May 28, 2024. (Section 2(a))

4. Assignment and Assumption of Membership Interests — GMP Fairfield I LLC, dated June 6, 2024. (Section 2(b))

5. Assignment and Assumption of Membership Interests — GMP Fairfield II LLC, dated June 6, 2024. (Section 2(c))

6. Assignment and Assumption of Membership Interests — GMP Buckhead LLC, dated June 6, 2024. (Section 2(d))

7. Assignment and Assumption of Membership Interests — GMP Peachtree LLC, dated June 6, 2024. (Section 2(e))

II. Entity and Organizational Documents

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
TALMADGE BEAUMONT LLP Attorneys at Law
1180 Peachtree Street NE, Suite 1900 Atlanta, Georgia 30309 Telephone: (404) 555-8200 Facsimile: (404) 555-8201 www.talmadgebeaumont.com
June 6, 2024
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Copies to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq. and Grace Nakamura, Esq.
Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006
Attention: Sylvia Hartwell, Esq.
Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Attention: Kenneth Stanhope, Senior Vice President
Pinnacle Federal Bank, N.A. 600 Travis Street, Suite 4400 Houston, Texas 77002
Attention: Bradley Carston, Senior Vice President
Sycamore Life Insurance Company 100 Constitution Plaza Hartford, Connecticut 06103
Attention: Graham Hilliard, Vice President
Re: Purchase and Sale Agreement dated February 28, 2024 (as amended by First Amendment dated April 12, 2024, and Second Amendment dated May 28, 2024) (collectively, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), relating to the acquisition by Buyer of 100% of the membership interests in certain property-owning Delaware limited liability companies, as more particularly described herein — Local Counsel Opinion of Talmadge Beaumont LLP (Georgia Properties)
Ladies and Gentlemen:
1. INTRODUCTION AND ROLE
Talmadge Beaumont LLP ("this Firm," "we," "us," or "our") has been engaged as Georgia local counsel to Fairwater Real Estate Investment Trust ("Buyer" or "Fairwater REIT") in connection with the transactions contemplated by that certain Purchase and Sale Agreement dated February 28, 2024, as amended by the First Amendment dated April 12, 2024, and as further amended by the Second Amendment dated May 28, 2024 (collectively, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"), and Buyer, pursuant to which Buyer is acquiring 100% of the membership interests (the "Membership Interests") in certain property-owning Delaware limited liability companies (collectively, the "Target Entities"), including the Georgia Target Entities identified herein (the "Transaction").
Our engagement in this matter was coordinated through and at the direction of Calderwood & Harkness LLP ("Calderwood & Harkness"), Buyer's primary outside counsel, pursuant to an engagement letter dated October 5, 2023, bearing Calderwood & Harkness matter number 1036-00004. Catherine Beaumont, Partner at this Firm, serves as the responsible attorney for this engagement and has supervised all work product delivered in connection with this opinion.
This opinion is delivered pursuant to Section 11.3(b)(vi) of the PSA and the requirements set forth in the Local Counsel Coordination Memorandum circulated by Calderwood & Harkness on November 17, 2023, and is given as of the closing date of the Transaction, June 6, 2024 (the "Closing Date").
The scope of this opinion is limited exclusively to the following four Target Entities (collectively, the "Georgia Target Entities") and the real properties owned by each such Georgia Target Entity and located in the State of Georgia (collectively, the "Georgia Properties"):
(a) GMP Fairfield I LLC (EIN 84-2310561), a Delaware limited liability company qualified to do business in Georgia, which owns the property known as Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213;
(b) GMP Fairfield II LLC (EIN 84-2310578), a Delaware limited liability company qualified to do business in Georgia, which owns the property known as Fairfield Logistics Center II, located at 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213;
(c) GMP Buckhead LLC (EIN 84-2639901), a Delaware limited liability company qualified to do business in Georgia, which owns the property known as Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326; and
(d) GMP Peachtree LLC (EIN 84-2741063), a Delaware limited liability company qualified to do business in Georgia, which owns the property known as Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071.
In connection with the foregoing, we have reviewed the PSA, including all exhibits thereto (including, without limitation, Exhibit K — Purchase Price Allocation Schedule, and Exhibit P — Permitted Exceptions) and all schedules. The Transaction involves the acquisition by Buyer of 100% of the Membership Interests in each of the Target Entities (including the Georgia Target Entities) from Seller. The aggregate purchase price for the entire portfolio is One Billion One Hundred Million Dollars ($1,100,000,000.00), which is allocated among fourteen (14) properties in accordance with the appraised values determined by Stonebridge Valuation Advisors, LLC as set forth on Exhibit K to the PSA. The Transaction is structured as an entity-level purchase of 100% of the Membership Interests, constituting a change of control of each Target Entity, including each Georgia Target Entity.
This opinion may be relied upon by: (i) Fairwater Real Estate Investment Trust; (ii) Calderwood & Harkness LLP; (iii) Commonwealth National Title Insurance Company, in its capacity as title insurer and escrow agent; (iv) Pinnacle Federal Bank, N.A., in its capacity as lender with respect to Loans 1-A and 1-B secured by the Fairfield Logistics Center I and Fairfield Logistics Center II properties; (v) Sycamore Life Insurance Company, in its capacity as lender with respect to Loan 3-A secured by the Peachtree Corners Logistics Center property; and (vi) the respective successors and assigns of each of the foregoing, subject to the qualifications and limitations set forth in Section 5 of this opinion.
2. DOCUMENTS EXAMINED
In rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, records, and other materials (collectively, the "Reviewed Documents"):
(a) The Purchase and Sale Agreement dated February 28, 2024, by and between Seller and Buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and as further amended by the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (collectively, the "PSA"), together with all exhibits and schedules thereto;
(b) The Assignment and Assumption of Membership Interests for GMP Fairfield I LLC, dated June 6, 2024, by and between Seller (as assignor) and Buyer (as assignee);
(c) The Assignment and Assumption of Membership Interests for GMP Fairfield II LLC, dated June 6, 2024, by and between Seller (as assignor) and Buyer (as assignee);
(d) The Assignment and Assumption of Membership Interests for GMP Buckhead LLC, dated June 6, 2024, by and between Seller (as assignor) and Buyer (as assignee);
(e) The Assignment and Assumption of Membership Interests for GMP Peachtree LLC, dated June 6, 2024, by and between Seller (as assignor) and Buyer (as assignee);
(f) The Certificate of Formation of each Georgia Target Entity as filed with the Secretary of State of the State of Delaware, together with any and all amendments thereto (each Georgia Target Entity being a Delaware limited liability company);
(g) Certificates of Good Standing for each Georgia Target Entity issued by the Secretary of State of the State of Delaware, each dated not more than ten (10) business days prior to the Closing Date;
(h) The Certificate of Authority or Foreign Qualification for each Georgia Target Entity, as filed with and issued by the Secretary of State of the State of Georgia, evidencing that each such entity is authorized to transact business in the State of Georgia as a foreign limited liability company;
(i) Certificates of Existence (or equivalent confirmation of active status) for each Georgia Target Entity issued by the Secretary of State of the State of Georgia, each dated not more than ten (10) business days prior to the Closing Date;
(j) The Operating Agreement of each Georgia Target Entity, together with any and all amendments thereto, as provided to us by Seller's counsel;
(k) The Resolutions of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as general partner of Greystone Meridian Partners Fund III, L.P. and indirect controlling person of each Georgia Target Entity, authorizing and approving the Transaction, including the sale and transfer of 100% of the Membership Interests in each Georgia Target Entity;
(l) The Secretary's Certificate of Seller, attaching incumbency certificates, specimen signatures, and certified copies of the organizational documents of Seller and Greystone Meridian Capital LLC;
(m) Title commitments issued by Commonwealth National Title Insurance Company ("Commonwealth Title") for each of the four Georgia Properties (Commitment Nos. GA-2024-001175 through GA-2024-001178), together with all exception documents referenced therein;
(n) ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) for each of the four Georgia Properties, each certified to Buyer, Seller, Commonwealth Title, Pinnacle Federal Bank, N.A., and Sycamore Life Insurance Company, each dated or updated within ninety (90) days of the Closing Date;
(o) Pro forma ALTA Owner's Policies of Title Insurance (2021 form) for each of the four Georgia Properties, as prepared by Commonwealth Title;
(p) Seller's Title Affidavits executed by authorized representatives of each Georgia Target Entity in favor of Commonwealth Title;
(q) The Master Loan Agreement dated September 15, 2020, by and among Pinnacle Federal Bank, N.A. ("Pinnacle"), as lender, and GMP Fairfield I LLC and GMP Fairfield II LLC, as borrowers, as amended by the First Amendment to Master Loan Agreement dated March 1, 2022, and as further amended by the Second Amendment to Master Loan Agreement dated August 15, 2023, together with all promissory notes, deeds to secure debt, assignments of leases and rents, and other loan documents executed in connection therewith (collectively, the "Pinnacle Loan Documents") (pertaining to Loans 1-A and 1-B);
(r) The Note Purchase Agreement dated November 22, 2019, by and between Sycamore Life Insurance Company ("Sycamore"), as noteholder, and GMP Peachtree LLC, as borrower, as amended by the First Amendment to Note Purchase Agreement dated June 30, 2021, together with all promissory notes, deeds to secure debt, assignments of leases and rents, environmental indemnity agreements, and other loan documents executed in connection therewith (collectively, the "Sycamore Loan Documents") (pertaining to Loan 3-A);
(s) The consent letter executed by Pinnacle Federal Bank, N.A. dated June 4, 2024, consenting to the transfer of 100% of the Membership Interests in GMP Fairfield I LLC and GMP Fairfield II LLC from Seller to Buyer and to the related change of control of each such entity (the "Pinnacle Consent");
(t) The consent letter executed by Sycamore Life Insurance Company dated May 22, 2024, consenting to the transfer of 100% of the Membership Interests in GMP Peachtree LLC from Seller to Buyer and to the related change of control of such entity (the "Sycamore Consent");
(u) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A. dated June 6, 2024, replacing the existing guaranty of Greystone Meridian Partners Fund III, L.P. under the Pinnacle Loan Documents;
(v) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Sycamore Life Insurance Company dated June 6, 2024, replacing the existing guaranty of Greystone Meridian Partners Fund III, L.P. under the Sycamore Loan Documents;
(w) The Assumption Agreement by and among Pinnacle Federal Bank, N.A., GMP Fairfield I LLC, GMP Fairfield II LLC, and Fairwater Real Estate Investment Trust, dated June 6, 2024;
(x) The Assumption Agreement by and among Sycamore Life Insurance Company, GMP Peachtree LLC, and Fairwater Real Estate Investment Trust, dated June 6, 2024;
(y) Georgia real estate transfer tax declarations and returns prepared for each of the four Georgia Properties, together with supporting documentation relating to the calculation of transfer taxes due in connection with the Transaction;
(z) Uniform Commercial Code lien searches conducted in the following jurisdictions:
(i) Delaware Secretary of State — for each Georgia Target Entity (as debtor);
(ii) Clerk of Superior Court, Fulton County, Georgia — for GMP Fairfield I LLC, GMP Fairfield II LLC, and GMP Buckhead LLC (as debtors), and with respect to the real property records pertaining to the Fairfield and Buckhead properties;
(iii) Clerk of Superior Court, Gwinnett County, Georgia — for GMP Peachtree LLC (as debtor), and with respect to the real property records pertaining to the Peachtree Corners property;
(aa) Judgment and lien searches conducted in the Superior Courts of Fulton County, Georgia, and Gwinnett County, Georgia, with respect to each Georgia Target Entity;
(bb) Zoning confirmation letters obtained from the applicable municipal zoning authorities for each of the four Georgia Properties, specifically:
(i) City of Fairburn, Georgia — for Fairfield Logistics Center I and Fairfield Logistics Center II;
(ii) City of Atlanta, Georgia — for Buckhead Place Office Tower;
(iii) City of Peachtree Corners, Georgia — for Peachtree Corners Logistics Center;
(cc) Phase I Environmental Site Assessment reports prepared by Trident Environmental Group LLC (Rachel Kwan, Senior Environmental Scientist) for each of the four Georgia Properties, each dated within one hundred eighty (180) days of the Closing Date;
(dd) Property Condition Assessment reports prepared by Rampart Building Sciences, Inc. (Alan Westbrook, PE) for each of the four Georgia Properties, including the report for Buckhead Place Office Tower, which identified an estimated $890,000 in immediate repair costs;
(ee) Tenant estoppel certificates received in connection with the Georgia Properties, as required under Section 8.2(d) of the PSA; and
(ff) Such other documents, records, certificates, agreements, instruments, corporate records, public filings, and materials as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein.
The documents, instruments, and materials described in clauses (a) through (ff) above are collectively referred to herein as the "Reviewed Documents." A detailed list of the Reviewed Documents, cross-referenced to the descriptions set forth in this Section 2, is attached hereto as Appendix B.
3. ASSUMPTIONS
In rendering the opinions set forth in Section 4 of this opinion letter, we have assumed the following, without independent investigation or verification (collectively, the "Assumptions"):
(a) Genuineness of Signatures. All signatures on all documents reviewed by us are genuine, except that we have not assumed the genuineness of signatures of persons signing on behalf of the Georgia Target Entities or Seller to the extent such signatures were executed in the State of Georgia or pertain to Georgia-law matters within the scope of our engagement.
(b) Authenticity and Conformity. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies conform in all material respects to the originals thereof.
(c) Due Authorization by Buyer. The PSA and all transaction documents have been duly authorized, executed, and delivered by Buyer, Fairwater Real Estate Investment Trust, a Maryland real estate investment trust. We express no opinion as to the laws of the State of Maryland or the internal governance requirements of Fairwater REIT, and we have assumed that all necessary actions, consents, and approvals under Maryland law and the Declaration of Trust and Bylaws of Fairwater REIT have been obtained or taken.
(d) Formation and Existence Under Delaware Law. Each Georgia Target Entity has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware. We opine in this letter only as to matters arising under the laws of the State of Georgia and have relied upon the Certificates of Good Standing issued by the Delaware Secretary of State for confirmation of each Georgia Target Entity's status under Delaware law.
(e) Authorization Under Delaware Law. The sale and transfer of 100% of the Membership Interests in each Georgia Target Entity by GMP Fund III has been duly authorized under Delaware law and in accordance with the applicable Operating Agreement of each Georgia Target Entity and the limited partnership agreement of GMP Fund III.
(f) Accuracy of Certificates and Representations. All certificates, representations, warranties, and statements of fact provided by the parties to the Transaction, their respective officers, managers, members, and authorized representatives, and by public officials in connection with the Reviewed Documents, are true, correct, and complete in all material respects as of the date given and as of the Closing Date.
(g) Legal Capacity and Authority. Each party to the Transaction and to each of the transaction documents has the requisite legal capacity and authority to enter into, execute, deliver, and perform its obligations under the transaction documents to which it is a party.
(h) Satisfaction of Conditions Precedent. All conditions precedent to the obligations of the parties to close the Transaction under the PSA have been duly satisfied or, to the extent permitted by the PSA, validly waived as of the Closing Date.
(i) No Modification or Termination. None of the Reviewed Documents has been amended, modified, supplemented, or terminated, in whole or in part, by any oral or written agreement, except as disclosed to us in writing and reflected in the Reviewed Documents.
(j) Natural Persons. Each natural person executing any of the Reviewed Documents is legally competent and has reached the age of majority.
(k) Good Faith and Fair Dealing. Each party to the Transaction has acted in good faith and without notice of any defense against the enforcement of any rights created by, or any adverse claim to any property or security interest transferred or created under, the Reviewed Documents.
4. OPINIONS
Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 5 of this opinion letter, we are of the opinion that:
4.1 Foreign Qualification and Good Standing in Georgia
Each of (a) GMP Fairfield I LLC, (b) GMP Fairfield II LLC, (c) GMP Buckhead LLC, and (d) GMP Peachtree LLC (collectively, the "Georgia Target Entities") is duly qualified to transact business as a foreign limited liability company in the State of Georgia pursuant to the applicable provisions of the Georgia Revised Uniform Limited Liability Company Act, O.C.G.A. § 14-11-100 et seq., and the Georgia Secretary of State's regulations promulgated thereunder.
Each Georgia Target Entity is in good standing (or the equivalent status of "active," as reflected in the records maintained by the Corporations Division of the Office of the Georgia Secretary of State) with the Georgia Secretary of State as of the date hereof. We have confirmed the active status of each Georgia Target Entity through our review of the Certificates of Existence issued by the Georgia Secretary of State, each dated within ten (10) business days prior to the Closing Date, and through independent online verification of each entity's status in the Georgia Secretary of State's Corporations Division database.
Each Georgia Target Entity holds a valid and subsisting Certificate of Authority issued by the Georgia Secretary of State authorizing such entity to transact business in the State of Georgia as a foreign limited liability company. To our knowledge, no proceeding is pending or threatened for the revocation, cancellation, or suspension of any such Certificate of Authority.
4.2 Authority and Capacity to Own Real Property in Georgia
Each Georgia Target Entity has the requisite authority and capacity under the laws of the State of Georgia to own, hold, lease, manage, and operate real property in the State of Georgia. Under Georgia law, a foreign limited liability company that has obtained a Certificate of Authority from the Georgia Secretary of State has the same rights, privileges, and powers as a domestic limited liability company with respect to the ownership and operation of real property situated in the State of Georgia.
Specifically, based upon our review of the Reviewed Documents and the applicable provisions of Georgia law, including without limitation O.C.G.A. § 14-11-702 and O.C.G.A. § 14-11-301, each Georgia Target Entity has the authority and capacity to own the following Georgia Property:
(a) GMP Fairfield I LLC (EIN 84-2310561): Fairfield Logistics Center I, located at 4200 Fairfield Industrial Blvd, Fairburn, Georgia 30213, comprising approximately 412,000 rentable square feet of logistics/warehouse space, constructed in 2020, situated on approximately 32.7 acres in Fulton County, Georgia;
(b) GMP Fairfield II LLC (EIN 84-2310578): Fairfield Logistics Center II, located at 4300 Fairfield Industrial Blvd, Fairburn, Georgia 30213, comprising approximately 387,000 rentable square feet of logistics/warehouse space, constructed in 2020, situated on approximately 29.4 acres in Fulton County, Georgia;
(c) GMP Buckhead LLC (EIN 84-2639901): Buckhead Place Office Tower, located at 3380 Peachtree Road NE, Atlanta, Georgia 30326, comprising approximately 285,000 rentable square feet of Class A office space, constructed in 2018, situated on approximately 2.1 acres in Fulton County, Georgia; and
(d) GMP Peachtree LLC (EIN 84-2741063): Peachtree Corners Logistics Center, located at 5900 Peachtree Industrial Blvd, Peachtree Corners, Georgia 30071, comprising approximately 345,000 rentable square feet of logistics/warehouse space, constructed in 2020, situated on approximately 27.8 acres in Gwinnett County, Georgia.
Nothing has come to our attention in the course of our review that would indicate that any Georgia Target Entity lacks the requisite authority or capacity under Georgia law to continue to own, hold, and operate its respective Georgia Property following the consummation of the Transaction and the resulting change in the membership of such entity.
4.3 Enforceability of Transaction Documents Under Georgia Law
To the extent that any of the transaction documents executed and delivered in connection with the Transaction, including without limitation the Assignments and Assumptions of Membership Interests for each Georgia Target Entity (each dated June 6, 2024), the Replacement Guaranties, the Assumption Agreements, the Georgia real estate transfer tax declarations, and all other ancillary documents and instruments executed in connection with the Transaction (collectively, the "Transaction Documents"), are governed by or otherwise subject to the laws of the State of Georgia, such Transaction Documents constitute the legal, valid, and binding obligations of the parties thereto, enforceable against such parties in accordance with their respective terms.
The foregoing opinion is subject to the following standard enforceability exceptions:
(a) Applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws affecting the enforcement of creditors' rights generally as from time to time in effect;
(b) General principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), whether applied in a proceeding at law or in equity, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of whether enforceability is considered in a proceeding at law or in equity; and
(c) The qualification that certain remedial provisions of the Transaction Documents may be further limited or rendered unenforceable by applicable Georgia law or public policy, but that such limitations and unenforceability will not, in our opinion, prevent the practical realization of the principal benefits intended to be provided by the Transaction Documents.
We note that the PSA is governed by the laws of the State of New York, as set forth in Section 14.10 thereof. This opinion addresses only those aspects of the Transaction Documents and ancillary documents that are subject to or governed by the laws of the State of Georgia, and we express no opinion as to the enforceability of the PSA or any other Transaction Document under New York law or the law of any other jurisdiction.
4.4 No Conflict with Georgia Law
The execution, delivery, and performance of the Transaction Documents by Seller and the Georgia Target Entities, and the consummation of the transactions contemplated thereby, including without limitation the transfer of 100% of the Membership Interests in each Georgia Target Entity from GMP Fund III to Fairwater REIT and the resulting change of control of each Georgia Target Entity, do not and will not:
(a) Violate any provision of any Georgia statute, rule, regulation, or order of any Georgia court or governmental authority known to us that is applicable to Seller, any Georgia Target Entity, or any Georgia Property;
(b) Result in a breach of, or constitute a default under, any provision of the Certificate of Authority or other organizational filing of any Georgia Target Entity with the Georgia Secretary of State; or
(c) Require any consent, approval, license, permit, order, or authorization of, or registration, declaration, notice, or filing with, any Georgia governmental authority or agency that has not been obtained, made, or given prior to or simultaneously with the Closing Date, other than (i) the Georgia real estate transfer tax filings and payments addressed in Opinion 4.6 below, and (ii) routine post-closing filings, if any, required in the ordinary course of business.
In rendering the opinion set forth in this Section 4.4, we have considered the fact that the Transaction is structured as an entity-level transfer of 100% of the Membership Interests in each Georgia Target Entity, rather than a direct transfer of fee simple title to the Georgia Properties. Such entity-level transfer does not require the recording of a deed or other instrument of conveyance in the Georgia land records, and no governmental approval or consent under Georgia law is required for the change in membership of a foreign limited liability company qualified to do business in Georgia, other than the transfer tax filings referenced above.
4.5 No Litigation (Georgia Courts)
Based on our review of (a) judgment and lien searches conducted in the Superior Court of Fulton County, Georgia, and the Superior Court of Gwinnett County, Georgia, each search effective through a date not more than five (5) business days prior to the Closing Date, (b) the dockets of the Court of Appeals of Georgia and the Supreme Court of Georgia, and (c) such other inquiries as we have deemed appropriate, no litigation, lawsuit, action, proceeding, arbitration, claim, or governmental investigation is pending or, to our knowledge, threatened against any Georgia Target Entity in any Georgia state court as of the date hereof.
This opinion is limited to matters pending in or before the courts of the State of Georgia and does not extend to any federal court, any court of any other state, or any administrative agency, tribunal, or other governmental body. We have not conducted searches or inquiries with respect to any federal court (including the United States District Court for the Northern District of Georgia or the United States Bankruptcy Court for the Northern District of Georgia), and we express no opinion as to any matter that may be pending in any such court.
4.6 Georgia Real Estate Transfer Tax Compliance
(a) Structure and Applicability. The Transaction is structured as an entity-level transfer of 100% of the Membership Interests in each Georgia Target Entity, constituting a change of control of each such entity within the meaning of the Georgia real estate transfer tax statutes. Under Georgia law, specifically O.C.G.A. § 48-6-1 et seq. and the regulations promulgated by the Georgia Department of Revenue thereunder, a transfer of a controlling interest (defined as fifty percent (50%) or more of the total interest) in an entity owning real property in Georgia is treated as a transfer of the real property itself for purposes of the Georgia real estate transfer tax. Accordingly, the transfer of 100% of the Membership Interests in each Georgia Target Entity to Buyer is subject to the Georgia real estate transfer tax at the applicable rate of $1.00 per $1,000.00 of consideration (or fraction thereof).
(b) Estimated Transfer Tax. Based on the portion of the aggregate purchase price of $1,100,000,000.00 allocated to the four Georgia Properties in accordance with Exhibit K to the PSA (which allocation is based on appraised values determined by Stonebridge Valuation Advisors, LLC), and after application of applicable credits for assumed indebtedness under the Pinnacle Loan Documents and the Sycamore Loan Documents, the estimated aggregate Georgia real estate transfer tax for the four Georgia Properties is approximately One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). A detailed calculation of the transfer tax for each Georgia Property is set forth in Appendix C attached hereto.
(c) Transfer Tax Allocation Under the PSA. Pursuant to Section 12.4 of the PSA, all real estate transfer taxes, conveyance taxes, and similar taxes and charges imposed in connection with the Transaction are to be borne equally by Buyer and Seller, with each party responsible for fifty percent (50%) of all such taxes. Based on total estimated transfer taxes of approximately $3,850,000.00 for the entire fourteen-property portfolio, each party's share is approximately $1,925,000.00. The Georgia portion of such taxes is approximately $625,000.00 per party.
(d) Transfer Tax Declarations and Returns. We have prepared and/or reviewed the Georgia real estate transfer tax declarations (Form PT-61) for each of the four Georgia Properties and confirm that such declarations are in proper form and substance for filing with the applicable Georgia county Clerks of Superior Court, specifically:
(i) Fulton County Clerk of Superior Court — for Fairfield Logistics Center I (4200 Fairfield Industrial Blvd, Fairburn, GA), Fairfield Logistics Center II (4300 Fairfield Industrial Blvd, Fairburn, GA), and Buckhead Place Office Tower (3380 Peachtree Road NE, Atlanta, GA); and
(ii) Gwinnett County Clerk of Superior Court — for Peachtree Corners Logistics Center (5900 Peachtree Industrial Blvd, Peachtree Corners, GA).
(e) Payment. The Georgia real estate transfer taxes for each of the four Georgia Properties are to be paid on the Closing Date, June 6, 2024, as reflected in the closing settlement statements and the funds flow memorandum prepared by Commonwealth National Title Insurance Company in its capacity as escrow agent for the Transaction.
4.7 Title and Recording Matters (Limited)
(a) No Deed Required. We note that the Transaction is structured as an entity-level transfer of 100% of the Membership Interests in each Georgia Target Entity, rather than a direct conveyance of fee simple title to any Georgia Property. Accordingly, no deed, limited warranty deed, special warranty deed, quit claim deed, or other instrument of conveyance of real property is required to be executed or recorded in the land records of any county in the State of Georgia in connection with the Transaction.
(b) Continued Vesting of Title. Each Georgia Target Entity continues to hold fee simple title to its respective Georgia Property following the consummation of the Transaction and the resulting change in membership of such entity. The real property comprising each Georgia Property remains vested in the same legal entity — the applicable Georgia Target Entity — before and after the closing of the Transaction. The change in the ownership of the Membership Interests in each Georgia Target Entity does not, under Georgia law, affect the vesting of fee simple title to the real property owned by such entity.
(c) Existing Mortgage Instruments. No re-recording of existing deeds to secure debt, security deeds, assignments of leases and rents, or other mortgage instruments or encumbrances affecting any Georgia Property is required under Georgia law solely by reason of the change in the membership or control of the borrower entity, provided that the applicable lender has consented to the change of control. We have confirmed that lender consents have been obtained from each applicable lender:
(i) Pinnacle Federal Bank, N.A. — The Pinnacle Consent, dated June 4, 2024, consents to the transfer of 100% of the Membership Interests in GMP Fairfield I LLC and GMP Fairfield II LLC and the resulting change of control, subject to the execution and delivery of the Replacement Guaranty and the Assumption Agreement referenced in Section 2 above; and
(ii) Sycamore Life Insurance Company — The Sycamore Consent, dated May 22, 2024, consents to the transfer of 100% of the Membership Interests in GMP Peachtree LLC and the resulting change of control, subject to the execution and delivery of the Replacement Guaranty and the Assumption Agreement referenced in Section 2 above.
We note that GMP Buckhead LLC (the owner of Buckhead Place Office Tower) is not a borrower under any existing mortgage loan, and accordingly no lender consent was required with respect to such entity.
(d) Title Insurance. Pro forma ALTA Owner's Policies of Title Insurance (2021 form) have been issued or committed to be issued by Commonwealth National Title Insurance Company for each of the four Georgia Properties. We have reviewed such pro forma policies and have confirmed that the exceptions to coverage listed therein, including the permitted exceptions set forth on Schedule B-II of each policy, are consistent with the permitted exceptions listed on Exhibit P to the PSA for each Georgia Property. We have coordinated our review with Kenneth Stanhope, Senior Vice President and Title Officer at Commonwealth Title, and with Virginia Moorehead, Assistant Vice President and National Counsel at Commonwealth Title, and we are not aware of any title defect, encumbrance, lien, or exception affecting any Georgia Property that is not disclosed on the applicable title commitment or listed as a permitted exception under Exhibit P to the PSA.
4.8 Zoning Compliance
Zoning confirmation letters have been obtained for all four Georgia Properties. We note that this represents four (4) of the fourteen (14) properties in the portfolio-wide acquisition, and that zoning confirmations for all fourteen properties have been obtained as reported by Calderwood & Harkness LLP.
Based on our review of the zoning confirmation letters obtained from the applicable municipal zoning authorities, and on our review of applicable zoning ordinances, maps, and regulations, we confirm the following:
(a) Fairfield Logistics Center I (4200 Fairfield Industrial Blvd, Fairburn, GA 30213): This property is located within the industrial/logistics zoning district of the City of Fairburn, Fulton County, Georgia. The current use of the property as a logistics and warehouse facility is a permitted use within the applicable zoning classification. The property is in compliance with all applicable setback, height, parking, lot coverage, and other dimensional requirements of the City of Fairburn zoning ordinance.
(b) Fairfield Logistics Center II (4300 Fairfield Industrial Blvd, Fairburn, GA 30213): This property is located within the industrial/logistics zoning district of the City of Fairburn, Fulton County, Georgia. The current use of the property as a logistics and warehouse facility is a permitted use within the applicable zoning classification. The property is in compliance with all applicable setback, height, parking, lot coverage, and other dimensional requirements of the City of Fairburn zoning ordinance.
(c) Buckhead Place Office Tower (3380 Peachtree Road NE, Atlanta, GA 30326): This property is located within a commercial/office zoning district of the City of Atlanta, Fulton County, Georgia. The current use of the property as a Class A office building is a permitted use within the applicable zoning classification. The property is in compliance with all applicable setback, height, floor area ratio, parking, and other dimensional requirements of the City of Atlanta zoning ordinance.
(d) Peachtree Corners Logistics Center (5900 Peachtree Industrial Blvd, Peachtree Corners, GA 30071): This property is located within the industrial/logistics zoning district of the City of Peachtree Corners, Gwinnett County, Georgia. The current use of the property as a logistics and warehouse facility is a permitted use within the applicable zoning classification. The property is in compliance with all applicable setback, height, parking, lot coverage, and other dimensional requirements of the City of Peachtree Corners zoning ordinance.
Based on our review, no variances, special use permits, conditional use permits, or other discretionary land use approvals affecting any Georgia Property are currently outstanding, pending, or required for the continuation of the existing use of any Georgia Property. Each Georgia Property is being used in a manner that is consistent with and permitted by its applicable zoning classification as of the date hereof.
5. QUALIFICATIONS AND LIMITATIONS
The opinions set forth in Section 4 of this opinion letter are subject to the following qualifications and limitations:
(a) Limitation to Georgia Law. This opinion is limited solely to the laws of the State of Georgia as currently in effect on the date hereof, including the applicable rules, regulations, and orders of Georgia governmental agencies and authorities, and the reported judicial decisions interpreting such laws, rules, regulations, and orders. We express no opinion as to the laws of any other jurisdiction, including without limitation:
(i) The laws of the State of Delaware, including without limitation the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and all other Delaware entity law relating to the formation, governance, good standing, operating agreements, or dissolution of the Georgia Target Entities;
(ii) The laws of the State of Maryland, including without limitation the Maryland REIT statute and all other Maryland trust law relating to the formation, governance, and authority of Fairwater Real Estate Investment Trust;
(iii) The laws of the State of New York, including without limitation the New York Uniform Commercial Code and the law governing the PSA pursuant to its choice-of-law provision; and
(iv) Federal law, including without limitation the matters described in clause (b) below.
(b) Federal Law Exclusions. We express no opinion as to any matter arising under or governed by federal law, including without limitation:
(i) Federal securities laws or regulations, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder;
(ii) Federal tax laws, including without limitation the qualification of Fairwater REIT as a "real estate investment trust" under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), the application of the Foreign Investment in Real Property Tax Act ("FIRPTA") (Sections 897 and 1445 of the Code) to the Transaction, and the allocation of the purchase price among assets under Section 1060 of the Code and Treasury Regulation § 1.1060-1 (such matters being addressed by Sylvia Hartwell, Specialist Partner, Tax, of Calderwood & Harkness LLP and by Ashford Prewitt LLP, Buyer's independent accountants); and
(iii) Any other provision of federal law or regulation.
(c) Environmental Laws. We express no opinion as to the application of or compliance with any federal, state, or local environmental law, rule, or regulation, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Georgia Hazardous Site Response Act (O.C.G.A. § 12-8-90 et seq.), or any other environmental statute or regulation. Environmental due diligence with respect to the Georgia Properties has been conducted by Trident Environmental Group LLC under the direction of Rachel Kwan, Senior Environmental Scientist, and the results of such due diligence are summarized in the Phase I Environmental Site Assessments prepared for each Georgia Property. We note that the Phase I ESAs for the Peachtree Corners Logistics Center and the Fairfield Logistics Centers I and II identified no recognized environmental conditions ("RECs"), and that the environmental due diligence findings are summarized in the environmental due diligence summary memorandum prepared by Calderwood & Harkness LLP.
(d) Insurance Matters. We express no opinion as to the adequacy, scope, or sufficiency of any insurance coverage maintained by or for the benefit of any Georgia Target Entity or with respect to any Georgia Property. Insurance matters have been coordinated by Hartwick Gunderson & Associates, Inc. as the Buyer's insurance broker and advisor, with coverage provided by Ironclad Indemnity Insurance Company and other carriers.
(e) Representations and Warranties Insurance. We express no opinion as to any matters relating to the representations and warranties insurance policy issued by Sentinel Specialty Insurance Company in connection with the Transaction, including without limitation the scope of coverage, the policy limit of Fifty-Five Million Dollars ($55,000,000.00), the retention of Eleven Million Dollars ($11,000,000.00), or any terms, conditions, exclusions, or endorsements thereof.
(f) Standard Enforceability Qualifications. The opinions set forth herein are subject to:
(i) The effect of bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement, moratorium, fraudulent transfer, fraudulent conveyance, preference, and other similar laws relating to or affecting the enforcement of creditors' rights generally as from time to time in effect, including without limitation the United States Bankruptcy Code (11 U.S.C. § 101 et seq.);
(ii) The effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforceability is considered in a proceeding at law or in equity, and the discretion of the court before which any proceeding therefor may be brought;
(iii) The possible unenforceability of provisions of the Transaction Documents relating to indemnification, contribution, or exculpation to the extent such provisions are limited or rendered unenforceable by applicable law or public policy, including without limitation Georgia statutory provisions limiting the scope of indemnification; and
(iv) The possible unenforceability of provisions of the Transaction Documents relating to waivers, releases, or provisions purporting to limit the rights of parties to assert defenses, or provisions relating to delay or omission of exercise of remedies, to the extent such provisions are limited or rendered unenforceable by applicable Georgia law or public policy.
(g) Reliance and Distribution. This opinion is rendered solely for the benefit of the addressees named herein and may not be relied upon, quoted, cited, or otherwise referred to by any other person or entity, nor may copies of this opinion be furnished to any other person or entity, without our prior written consent, except that this opinion may be relied upon by:
(i) Pinnacle Federal Bank, N.A. and its counsel, Whitfield & Archer LLP, as lender with respect to the Fairfield Logistics Center I and Fairfield Logistics Center II properties; and
(ii) Sycamore Life Insurance Company and its counsel, Partridge Wynn & Slater LLP, as lender with respect to the Peachtree Corners Logistics Center property.
6. RELIANCE ON OTHER COUNSEL AND PROFESSIONALS
In rendering the opinions set forth in this opinion letter, we have relied upon the following opinions, certifications, reports, and materials prepared or provided by other counsel and professionals, without independent investigation or verification of the matters addressed therein:
(a) Calderwood & Harkness LLP. We have relied upon the opinions and certifications of Calderwood & Harkness LLP as to all matters of New York law and federal law, including without limitation matters relating to the enforceability of the PSA under New York law, the application of federal securities laws to the Transaction, and the federal tax treatment of the Transaction. We have also relied upon Calderwood & Harkness LLP's coordination of the overall local counsel engagement and the guidance provided in the Local Counsel Coordination Memorandum.
(b) Delaware Secretary of State. We have relied upon the certifications of the Secretary of State of the State of Delaware as to the formation, valid existence, and good standing of each Georgia Target Entity under the laws of the State of Delaware, as evidenced by the Certificates of Good Standing issued for each such entity.
(c) Commonwealth National Title Insurance Company. We have relied upon the title commitments and pro forma ALTA Owner's Policies of Title Insurance issued by Commonwealth National Title Insurance Company for each Georgia Property for all title matters, including without limitation the identification of liens, encumbrances, easements, restrictions, and other exceptions to title. We have coordinated our review of such title matters with Virginia Moorehead, Assistant Vice President and National Counsel at Commonwealth Title.
(d) Meridian Land Surveying, Inc. We have relied upon the ALTA/NSPS Land Title Surveys prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) for each Georgia Property for all survey matters, including without limitation the identification of boundary lines, easements, encroachments, and other survey-related matters depicted on such surveys.
(e) Local Counsel Coordination. We have coordinated with Calderwood & Harkness LLP on the overall local counsel engagement for the Transaction, as described in the Local Counsel Coordination Memorandum prepared and circulated by Calderwood & Harkness LLP. Our engagement has been limited to the Georgia Properties and the Georgia Target Entities as described herein, and we understand that local counsel opinions for properties located in other jurisdictions have been or are being separately delivered by other local counsel firms engaged by Calderwood & Harkness LLP on behalf of Buyer.
We trust that the foregoing opinions are responsive to the requirements of the PSA and the needs of the addressees in connection with the closing of the Transaction. This opinion speaks only as of the date hereof, and we undertake no obligation to update or supplement this opinion to reflect any changes in law, fact, or circumstance occurring after the date hereof.
If you have any questions regarding this opinion or require any additional information, please do not hesitate to contact the undersigned at (404) 555-8214 or by email at cbeaumont@talmadgebeaumont.com.
Very truly yours,
TALMADGE BEAUMONT LLP
By: ________
Catherine Beaumont, Partner 1180 Peachtree Street NE, Suite 1900 Atlanta, Georgia 30309 Telephone: (404) 555-8214
Email: cbeaumont@talmadgebeaumont.com
Enclosures:
•  Appendix A: List of Georgia Target Entities
•  Appendix B: List of Documents Examined (Detailed)
•  Appendix C: Georgia Real Estate Transfer Tax Calculation Summary
APPENDIX A
LIST OF GEORGIA TARGET ENTITIES
The following table sets forth each Georgia Target Entity, its federal employer identification number, the Georgia Property owned by such entity, the property type, and the approximate rentable square footage of each property.
Total Rentable square Footage (Georgia Properties): 1,429,000 RSF
Notes:
1.  Each Georgia Target Entity is a Delaware limited liability company qualified to transact business in the State of Georgia as a foreign limited liability company.
2.  Each Georgia Target Entity is a wholly owned subsidiary of Greystone Meridian Partners Fund III, L.P. (prior to the Closing Date) and will become a wholly owned subsidiary of Fairwater Real Estate Investment Trust upon consummation of the Transaction.
3.  The Fairfield Logistics Center I and Fairfield Logistics Center II are adjacent properties located in Fairburn, Georgia, in Fulton County. The Buckhead Place Office Tower is located in the Buckhead neighborhood of Atlanta, Georgia, in Fulton County. The Peachtree Corners Logistics Center is located in Peachtree Corners, Georgia, in Gwinnett County.
4.  All four Georgia Properties were constructed in or after 2018 and are considered modern, institutional-quality commercial real estate assets.
APPENDIX B
LIST OF DOCUMENTS EXAMINED (DETAILED)
The following is a detailed list of the documents, instruments, certificates, records, and other materials examined by Talmadge Beaumont LLP in connection with the preparation and delivery of the foregoing opinion letter. Each item corresponds to and supplements the descriptions set forth in Section 2 of the opinion letter.
I. Transaction Documents
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, together with all exhibits and schedules thereto, including Exhibit K (Purchase Price Allocation Schedule) and Exhibit P (Permitted Exceptions). (Section 2(a))
2.  First Amendment to Purchase and Sale Agreement dated April 12, 2024. (Section 2(a))
3.  Second Amendment to Purchase and Sale Agreement dated May 28, 2024. (Section 2(a))
4.  Assignment and Assumption of Membership Interests — GMP Fairfield I LLC, dated June 6, 2024. (Section 2(b))
5.  Assignment and Assumption of Membership Interests — GMP Fairfield II LLC, dated June 6, 2024. (Section 2(c))
6.  Assignment and Assumption of Membership Interests — GMP Buckhead LLC, dated June 6, 2024. (Section 2(d))
7.  Assignment and Assumption of Membership Interests — GMP Peachtree LLC, dated June 6, 2024. (Section 2(e))
II. Entity and Organizational Documents
8.  Certificate of Formation — GMP Fairfield I LLC (Delaware Secretary of State). (Section 2(f))
9.  Certificate of Formation — GMP Fairfield II LLC (Delaware Secretary of State). (Section 2(f))
10.  Certificate of Formation — GMP Buckhead LLC (Delaware Secretary of State). (Section 2(f))
11.  Certificate of Formation — GMP Peachtree LLC (Delaware Secretary of State). (Section 2(f))
12.  Certificate of Good Standing — GMP Fairfield I LLC (Delaware Secretary of State). (Section 2(g))
13.  Certificate of Good Standing — GMP Fairfield II LLC (Delaware Secretary of State). (Section 2(g))
14.  Certificate of Good Standing — GMP Buckhead LLC (Delaware Secretary of State). (Section 2(g))
15.  Certificate of Good Standing — GMP Peachtree LLC (Delaware Secretary of State). (Section 2(g))
16.  Certificate of Authority — GMP Fairfield I LLC (Georgia Secretary of State). (Section 2(h))
17.  Certificate of Authority — GMP Fairfield II LLC (Georgia Secretary of State). (Section 2(h))
18.  Certificate of Authority — GMP Buckhead LLC (Georgia Secretary of State). (Section 2(h))
19.  Certificate of Authority — GMP Peachtree LLC (Georgia Secretary of State). (Section 2(h))
20.  Certificate of Existence — GMP Fairfield I LLC (Georgia Secretary of State). (Section 2(i))
21.  Certificate of Existence — GMP Fairfield II LLC (Georgia Secretary of State). (Section 2(i))
22.  Certificate of Existence — GMP Buckhead LLC (Georgia Secretary of State). (Section 2(i))
23.  Certificate of Existence — GMP Peachtree LLC (Georgia Secretary of State). (Section 2(i))
24.  Operating Agreement — GMP Fairfield I LLC (with amendments). (Section 2(j))
25.  Operating Agreement — GMP Fairfield II LLC (with amendments). (Section 2(j))
26.  Operating Agreement — GMP Buckhead LLC (with amendments). (Section 2(j))
27.  Operating Agreement — GMP Peachtree LLC (with amendments). (Section 2(j))
28.  Resolutions of Greystone Meridian Capital LLC authorizing the Transaction. (Section 2(k))
29.  Secretary's Certificate of Seller (with incumbency and organizational documents). (Section 2(l))
III. Title and Survey Documents
30.  Title Commitment No. GA-2024-001175 — Fairfield Logistics Center I (Commonwealth Title). (Section 2(m))
31.  Title Commitment No. GA-2024-001176 — Fairfield Logistics Center II (Commonwealth Title). (Section 2(m))
32.  Title Commitment No. GA-2024-001177 — Buckhead Place Office Tower (Commonwealth Title). (Section 2(m))
33.  Title Commitment No. GA-2024-001178 — Peachtree Corners Logistics Center (Commonwealth Title). (Section 2(m))
34.  ALTA/NSPS Land Title Survey — Fairfield Logistics Center I (Meridian Land Surveying, Inc.). (Section 2(n))
35.  ALTA/NSPS Land Title Survey — Fairfield Logistics Center II (Meridian Land Surveying, Inc.). (Section 2(n))
36.  ALTA/NSPS Land Title Survey — Buckhead Place Office Tower (Meridian Land Surveying, Inc.). (Section 2(n))
37.  ALTA/NSPS Land Title Survey — Peachtree Corners Logistics Center (Meridian Land Surveying, Inc.). (Section 2(n))
38.  Pro Forma ALTA Owner's Policies (2021 form) — all four Georgia Properties (Commonwealth Title). (Section 2(o))
39.  Seller's Title Affidavits — all four Georgia Target Entities. (Section 2(p))
IV. Loan and Lender Consent Documents
40.  Pinnacle Federal Bank Master Loan Agreement dated September 15, 2020 (as amended). (Section 2(q))
41.  Sycamore Life Insurance Company Note Purchase Agreement dated November 22, 2019 (as amended). (Section 2(r))
42.  Pinnacle Federal Bank Consent Letter dated June 4, 2024. (Section 2(s))
43.  Sycamore Life Insurance Company Consent Letter dated May 22, 2024. (Section 2(t))
44.  Replacement Guaranty — Fairwater REIT in favor of Pinnacle Federal Bank, N.A. (Section 2(u))
45.  Replacement Guaranty — Fairwater REIT in favor of Sycamore Life Insurance Company. (Section 2(v))
46.  Assumption Agreement — Pinnacle Federal Bank, N.A. (Section 2(w))
47.  Assumption Agreement — Sycamore Life Insurance Company. (Section 2(x))
V. Tax, Search, and Diligence Documents
48.  Georgia Real Estate Transfer Tax Declarations (Form PT-61) — all four Georgia Properties. (Section 2(y))
49.  UCC Search Results — Delaware Secretary of State (all four Georgia Target Entities). (Section 2(z)(i))
50.  UCC Search Results — Fulton County, Georgia (GMP Fairfield I, GMP Fairfield II, GMP Buckhead). (Section 2(z)(ii))
51.  UCC Search Results — Gwinnett County, Georgia (GMP Peachtree). (Section 2(z)(iii))
52.  Judgment and Lien Search Results — Fulton County Superior Court. (Section 2(aa))
53.  Judgment and Lien Search Results — Gwinnett County Superior Court. (Section 2(aa))
54.  Zoning Confirmation Letter — City of Fairburn (Fairfield I and II). (Section 2(bb)(i))
55.  Zoning Confirmation Letter — City of Atlanta (Buckhead Place). (Section 2(bb)(ii))
56.  Zoning Confirmation Letter — City of Peachtree Corners (Peachtree Corners). (Section 2(bb)(iii))
57.  Phase I ESA — Fairfield Logistics Center I (Trident Environmental Group LLC). (Section 2(cc))
58.  Phase I ESA — Fairfield Logistics Center II (Trident Environmental Group LLC). (Section 2(cc))
59.  Phase I ESA — Buckhead Place Office Tower (Trident Environmental Group LLC). (Section 2(cc))
60.  Phase I ESA — Peachtree Corners Logistics Center (Trident Environmental Group LLC). (Section 2(cc))
61.  PCA Report — Fairfield Logistics Center I (Rampart Building Sciences, Inc.). (Section 2(dd))
62.  PCA Report — Fairfield Logistics Center II (Rampart Building Sciences, Inc.). (Section 2(dd))
63.  PCA Report — Buckhead Place Office Tower (Rampart Building Sciences, Inc.). (Section 2(dd))
64.  PCA Report — Peachtree Corners Logistics Center (Rampart Building Sciences, Inc.). (Section 2(dd))
65.  Tenant Estoppel Certificates — Georgia Properties. (Section 2(ee))
APPENDIX C
GEORGIA REAL ESTATE TRANSFER TAX CALCULATION SUMMARY
The following table summarizes the estimated Georgia real estate transfer tax due in connection with the transfer of 100% of the Membership Interests in each Georgia Target Entity pursuant to the Transaction. All calculations are based on the allocated purchase prices set forth in Exhibit K to the PSA (as determined by Stonebridge Valuation Advisors, LLC), the applicable assumed indebtedness for each Georgia Property, and the Georgia real estate transfer tax rate of $1.00 per $1,000.00 of consideration (or fraction thereof), as provided in O.C.G.A. § 48-6-1 et seq.
Notes:
1.  The allocated purchase prices set forth above are derived from Exhibit K to the PSA, which allocates the aggregate purchase price of $1,100,000,000 among the fourteen (14) properties in the portfolio based on appraised values determined by Stonebridge Valuation Advisors, LLC.
2.  "Assumed Debt Credit" reflects the outstanding principal balance of assumed indebtedness secured by each Georgia Property as of the Closing Date, to the extent such assumed indebtedness reduces the taxable consideration for Georgia real estate transfer tax purposes under O.C.G.A. § 48-6-1 et seq. and applicable Georgia Department of Revenue guidance. The Buckhead Place Office Tower has no outstanding mortgage indebtedness and accordingly receives no assumed debt credit.
3.  The Georgia real estate transfer tax rate is $1.00 per $1,000.00 of consideration (or fraction thereof), which is equivalent to a rate of 0.10% (ten basis points) of the net taxable consideration.
4.  Pursuant to Section 12.4 of the PSA, all real estate transfer taxes are to be shared equally between Buyer and Seller, with each party bearing 50% of the total transfer taxes. Accordingly, each party's share of the estimated Georgia transfer taxes of approximately $950,000 is approximately $475,000.
5.  All transfer tax amounts set forth herein are estimates and are subject to final confirmation and adjustment based on closing proration calculations, actual assumed debt balances as of the Closing Date, and the final closing settlement statements prepared by Commonwealth National Title Insurance Company as escrow agent.
6.  Transfer tax declarations (Form PT-61) for each Georgia Property have been prepared and are in proper form for filing with the Clerk of Superior Court in the applicable county (Fulton County for Fairfield I, Fairfield II, and Buckhead; Gwinnett County for Peachtree Corners). Transfer taxes are to be remitted on the Closing Date, June 6, 2024.
End of Appendices
TALMADGE BEAUMONT LLP 1180 Peachtree Street NE, Suite 1900 Atlanta, Georgia 30309
Georgia Target Entity | EIN | Property Address | Property Type | Approx. RSF
GMP Fairfield I LLC | 84-2310561 | 4200 Fairfield Industrial Blvd, Fairburn, GA 30213 | Logistics/Warehouse | 412,000
GMP Fairfield II LLC | 84-2310578 | 4300 Fairfield Industrial Blvd, Fairburn, GA 30213 | Logisti

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APPENDIX A

LIST OF GEORGIA TARGET ENTITIES

APPENDIX B

LIST OF DOCUMENTS EXAMINED (DETAILED)

Record

Parties

Dates

Amounts