1036-00004 · Client 1036 · Local Counsel

local-counsel-opinion-north-carolina.docx DOCUMENT Real Estate

100 / 172 ← → ✕

HAVERSHAM COLE PLLC Attorneys at Law

301 South College Street, Suite 1400 Charlotte, North Carolina 28202 Telephone: (704) 555-8200 Facsimile: (704) 555-8201 www.havershamcole.com

June 6, 2024

VIA EMAIL AND OVERNIGHT COURIER

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

Attention: David Elgin Park, General Counsel

Marcus Devereaux, Executive Vice President, Acquisitions

Copy to:

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

Attention: Douglas Fairchild, Partner

Grace Nakamura, Associate

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

Attention: Rafael Dominguez, Associate

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

(as lender under Loan 2-B secured by SouthPark Corporate Center)

Veltrano Capital Lending Corp. 200 South Biscayne Boulevard, Suite 3100 Miami, Florida 33131

Attention: Denise Alvarado, Managing Director

Cranford McCabe LLP 100 Southeast Second Street, Suite 3000 Miami, Florida 33131

Attention: Leo Cranford, Partner

(Counsel to Veltrano Capital Lending Corp.)

LOCAL COUNSEL OPINION LETTER Re: Acquisition of 100% of the Membership Interests in GMP SouthPark LLC SouthPark Corporate Center — 6200 Fairview Road, Charlotte, North Carolina 28210

Ladies and Gentlemen:

1. Introduction and Engagement

Haversham Cole PLLC ("we," "us," or this "Firm") serves as North Carolina local counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), in connection with the acquisition by Buyer of one hundred percent (100%) of the issued and outstanding membership interests (the "Membership Interests") in GMP SouthPark LLC, a Delaware limited liability company (EIN 84-2639918) (the "Company"), which is the sole owner of the improved real property known as SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, North Carolina 28210 (the "Property").

We have been engaged at the request of Calderwood & Harkness LLP, counsel to Buyer in this transaction, pursuant to the local counsel coordination memorandum dated March 14, 2024, as supplemented on April 22, 2024 and May 30, 2024 (collectively, the "Coordination Memorandum"), which sets forth the scope of our engagement and the matters upon which we have been requested to opine. This opinion letter is being delivered in connection with the closing of the transactions contemplated herein, which closing is occurring on the date hereof.

The acquisition of the Membership Interests in the Company is part of a larger portfolio acquisition by Buyer of one hundred percent (100%) of the membership interests in fourteen (14) property-owning, single-purpose Delaware limited liability companies (collectively, the "Portfolio Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer (the "Original PSA"), as amended by (i) that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024 (the "First Amendment"), and (ii) that certain Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024 (the "Second Amendment," and together with the Original PSA and the First Amendment, the "PSA"). The aggregate purchase price for the portfolio acquisition is One Billion One Hundred Million Dollars ($1,100,000,000.00). The Company is one of the fourteen Portfolio Entities being acquired under the PSA.

This opinion letter addresses solely matters arising under the laws of the State of North Carolina, as more fully described herein. We express no opinion with respect to the laws of any other jurisdiction, including without limitation the State of Delaware, the State of New York, the State of Maryland, or federal law. The partner of this Firm responsible for the rendering of this opinion is marshall Haversham.

2. Documents Reviewed

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

1. The PSA, including the Original PSA dated February 28, 2024, the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024 (execution versions, together with all exhibits and schedules thereto).

2. The Assignment and Assumption of Membership Interests for GMP SouthPark LLC, dated as of June 6, 2024, by and between Seller, as assignor, and Buyer, as assignee (the "Assignment Agreement").

3. The Certificate of Formation of GMP SouthPark LLC, as filed with the Secretary of State of the State of Delaware on September 14, 2018, together with all amendments thereto on file as of the date hereof.

4. The Certificate of Authority of GMP SouthPark LLC, filed with the North Carolina Secretary of State on October 9, 2018, authorizing the Company to transact business in the State of North Carolina as a foreign limited liability company, together with all amendments thereto and annual reports subsequently filed (the "Certificate of Authority").

5. The Amended and Restated Operating Agreement of GMP SouthPark LLC, dated as of November 1, 2018, by Greystone Meridian Partners Fund III, L.P., as sole member (the "Operating Agreement"), together with all amendments thereto, including the First Amendment to Amended and Restated Operating Agreement dated as of February 1, 2021.

6. The Certificate of Good Standing (Certificate of Existence) of GMP SouthPark LLC issued by the North Carolina Secretary of State, dated June 3, 2024, a copy of which is attached hereto as Exhibit A.

7. The Certificate of Good Standing of GMP SouthPark LLC issued by the Secretary of State of the State of Delaware, dated June 4, 2024.

8. Resolutions of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the general partner of Greystone Meridian Partners Fund III, L.P. (the sole member of the Company), authorizing and approving the sale, transfer, assignment, and conveyance of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC to Buyer, adopted by unanimous written consent effective as of May 24, 2024 (the "Authorizing Resolutions").

9. The Secretary's Certificate of Greystone Meridian Capital LLC, dated as of June 5, 2024, certifying the incumbency and authority of the officers executing the transaction documents on behalf of Seller and confirming the adoption and continuing effectiveness of the Authorizing Resolutions (the "Secretary's Certificate").

10. The title commitment (Commitment No. CT-2024-NC-09841) issued by Commonwealth National Title Insurance Company for SouthPark Corporate Center, dated as of March 22, 2024, and updated through May 31, 2024, together with all endorsements, supplements, and exception documents referenced therein (the "Title Commitment").

11. The ALTA/NSPS Land Title Survey of SouthPark Corporate Center, prepared by Meridian Land Surveying, Inc., certified by Daniel Caulfield, PLS, PE, North Carolina Professional Land Surveyor License No. L-4187 and Professional Engineer License No. 038271, dated as of March 8, 2024, and last revised May 15, 2024 (the "Survey").

12. North Carolina transfer tax declarations and returns prepared in connection with the controlling-interest transfer of the Membership Interests in GMP SouthPark LLC, including Declaration of Consideration Form and Excise Tax Return filed or to be filed with the Mecklenburg County Register of Deeds (the "Transfer Tax Filings"), copies of which are attached hereto as Exhibit D.

13. The Loan Agreement dated as of February 1, 2021, by and among Veltrano Capital Lending Corp., as lender ("Veltrano"), and GMP SouthPark LLC, GMP Buckhead LLC, GMP Tysons Corner LLC, and GMP Reston LLC, as co-borrowers (the "Veltrano Loan Agreement"), including the Loan 2-B Supplement thereto applicable to GMP SouthPark LLC and the Property (the "Loan 2-B Supplement"), with an aggregate outstanding principal balance across Loans 2-A through 2-D of approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000.00), of which the Company's allocated portion under Loan 2-B is attributable to the Property.

14. The Lender Consent issued by Veltrano Capital Lending Corp. dated as of May 17, 2024, consenting to the transfer of the Membership Interests in GMP SouthPark LLC from Seller to Buyer and to the related changes in the direct and indirect ownership of the Company and the Property (the "Lender Consent").

15. The Assumption Agreement, dated as of June 6, 2024, by and among Veltrano Capital Lending Corp., Buyer, and the Company, pursuant to which Buyer assumes certain obligations and covenants under the Veltrano Loan Agreement and the Loan 2-B Supplement in connection with the transfer (the "Assumption Agreement," execution version).

16. The Replacement Guaranty, dated as of June 6, 2024, executed by Fairwater Real Estate Investment Trust in favor of Veltrano Capital Lending Corp., replacing the guaranty previously provided by Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC (the "Replacement Guaranty").

17. The leases, license agreements, and occupancy agreements affecting the Property (collectively, the "Leases"), comprising a portion of the eighty-seven (87) lease portfolio across the fourteen Portfolio Entities, with respect to the SouthPark Corporate Center, a Class A office property comprising approximately 218,000 rentable square feet ("RSF"), including the anchor lease with Birchwood Technology Group Inc. providing for annual base rent ("ABR") of approximately Five Million Six Hundred Sixty-Eight Thousand Dollars ($5,668,000.00).

18. Tenant estoppel certificates received from tenants at SouthPark Corporate Center in connection with the closing of the transaction (the "Estoppel Certificates").

19. Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by the Major Tenants (as defined in the PSA) at SouthPark Corporate Center, including Birchwood Technology Group Inc. and the other tenants designated as Major Tenants under the PSA.

20. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein, including records of the North Carolina Secretary of State, the Mecklenburg County Register of Deeds, the Mecklenburg County Tax Assessor, the City of Charlotte Department of Planning, Design and Development, and such other public records as we have determined to be relevant.

All of the documents listed in items (1) through (19) above, together with the PSA, are referred to collectively herein as the "Transaction Documents."

3. Assumptions

In rendering the opinions set forth below, we have, with your permission and consistent with customary practice for local counsel opinion letters of this type, made the following assumptions without independent investigation or verification:

(a) All signatures on the Reviewed Documents and Transaction Documents are genuine. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform in all material respects to the originals thereof. All documents submitted to us as certified copies are true and correct copies of the originals thereof.

(b) Each party to the Transaction Documents (other than the Company, as to matters of North Carolina law upon which we are specifically opining herein) is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.

(c) The PSA and all related Transaction Documents have been duly authorized, executed, and delivered by all parties thereto (other than as specifically opined upon herein with respect to matters of North Carolina law), and each such document constitutes the legal, valid, and binding obligation of each party thereto (other than to the extent such matters are specifically addressed by this opinion with respect to North Carolina law).

(d) All factual representations and warranties made by the parties in the PSA and the other Transaction Documents are true, correct, and complete in all material respects as of the date hereof.

(e) The PSA and the principal Transaction Documents (other than the Transfer Tax Filings and other documents governed by or subject to North Carolina law as specifically identified herein) are governed by the laws of the State of New York. We express no opinion with respect to the laws of the State of New York or any other jurisdiction other than the State of North Carolina. To the extent that matters of New York law, Delaware law, Maryland law, or the laws of any other jurisdiction are relevant to the opinions expressed herein, we have assumed that such laws do not affect the conclusions set forth in this opinion.

(f) All necessary requirements under the laws of the State of Delaware for the formation, existence, governance, and authorization of GMP SouthPark LLC as a Delaware limited liability company have been duly satisfied. We have relied upon Calderwood & Harkness LLP or separate Delaware counsel for all matters of Delaware law, including without limitation the due formation and valid existence of the Company, the authority of Seller as sole member to transfer the Membership Interests, and the effectiveness of the Assignment Agreement under Delaware law.

(g) The parties to the Transaction Documents have complied with all requirements of applicable law (other than the laws of the State of North Carolina to the extent addressed herein) relating to the transactions contemplated thereby.

(h) There are no agreements, understandings, or course of dealing among the parties that would modify, amend, or supplement the terms of the Transaction Documents as presented to us, and no party has waived any material right under any of the Transaction Documents.

(i) All conditions to the obligations of the parties under the PSA to consummate the closing have been satisfied or waived as of the date hereof.

4. Opinions

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

4.1 Foreign Qualification and Good Standing

GMP SouthPark LLC is duly qualified to transact business in the State of North Carolina as a foreign limited liability company, having obtained a Certificate of Authority from the North Carolina Secretary of State on October 9, 2018, a copy of which is attached hereto as Exhibit B. The Company is in good standing with the North Carolina Secretary of State as of the date of this opinion, as evidenced by the Certificate of Good Standing dated June 3, 2024, issued by the North Carolina Secretary of State, a copy of which is attached hereto as Exhibit A. We have confirmed that all annual reports required to be filed by the Company with the North Carolina Secretary of State have been timely filed and that no administrative dissolution or revocation proceedings are pending or, to our knowledge, threatened with respect to the Company's qualification to transact business in North Carolina.

4.2 Due Authorization (North Carolina Law Aspects)

To the extent that the laws of the State of North Carolina are applicable to authorization matters relating to GMP SouthPark LLC's activities within the State of North Carolina, the transfer of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC from Greystone Meridian Partners Fund III, L.P., as Seller, to Fairwater Real Estate Investment Trust, as Buyer, has been duly authorized. The Company's activities in North Carolina consist of the ownership, operation, and management of the Property, and the transfer of the Membership Interests does not require any separate authorization or approval under North Carolina law beyond that already obtained in connection with the Company's foreign qualification.

We further note that the transaction is structured as an entity-level transfer of membership interests in a Delaware limited liability company, as opposed to a direct conveyance of the underlying real property by deed or other real property conveyance instrument. Under North Carolina law, the transfer of one hundred percent (100%) of the membership interests in a Delaware limited liability company that holds North Carolina real property does not require the execution, delivery, or recording of a deed or other conveyance instrument with the applicable county register of deeds. The membership interests in the Company are personal property under Delaware law, and the transfer thereof is governed by the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and the Operating Agreement, rather than by North Carolina real property conveyance statutes. Accordingly, no separate North Carolina real property conveyance instrument is required in connection with this transaction, and the transfer of the Membership Interests does not constitute a "conveyance" of real property for purposes of the North Carolina General Statutes governing the recording of deeds and other instruments of conveyance (N.C.G.S. Chapter 47).

4.3 Enforceability. The Assignment and Assumption of Membership Interests for GMP SouthPark LLC, dated as of June 6, 2024, to the extent governed by or subject to the laws of the State of North Carolina, constitutes a valid and binding obligation of each of the parties thereto and is enforceable against each such party in accordance with its terms. The foregoing opinion is subject to the following standard enforceability exceptions:

(i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally;

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

(iii) public policy considerations that may limit the rights of parties to obtain certain remedies or enforce certain provisions of agreements.

4.4 No Violation of North Carolina Law

The execution, delivery, and performance by the parties of the Transaction Documents relating to GMP SouthPark LLC, including the Assignment Agreement, and the consummation of the transactions contemplated thereby, do not and will not (a) violate any applicable North Carolina statute, rule, regulation, or order of any North Carolina court or governmental authority known to us, or (b) result in a breach of, or constitute a default under, any provision of North Carolina law applicable to the Company or the Property that is known to us.

The transfer of the Membership Interests does not require any filing with, or consent, license, permit, or approval of, any North Carolina state or local governmental authority, agency, commission, board, or instrumentality, except (i) as described in Section 4.6 below with respect to transfer tax filings and (ii) any filings that may be required to update the records of the North Carolina Secretary of State to reflect the change in the sole member of the Company, which filings, if required, will be made promptly following the closing date. We note that a change in membership of a foreign limited liability company qualified to do business in North Carolina does not, by itself, require the filing of an amended Certificate of Authority with the North Carolina Secretary of State; however, to the extent that any information contained in the Company's Certificate of Authority on file with the North Carolina Secretary of State has changed as a result of the transaction, an appropriate amendment or annual report reflecting such changes will be filed in due course.

4.5 Real Property Matters

SouthPark Corporate Center, the Property, is located at 6200 Fairview Road, Charlotte, North Carolina 28210, in Mecklenburg County, North Carolina. Based upon our review of the Survey, the Title Commitment, and publicly available records, the Property is situated on a parcel of land comprising approximately 8.73 acres, improved with a Class A office building containing approximately 218,000 rentable square feet, which was constructed in approximately 2017. The Property also includes structured parking facilities, surface parking, landscaped common areas, and related site improvements.

We have reviewed the zoning confirmation letter dated March 29, 2024, issued by the City of Charlotte Department of Planning, Design and Development (the "Zoning Confirmation Letter"), a copy of which is attached hereto as Exhibit C. Based upon the Zoning Confirmation Letter, the Property is currently zoned MUDD-O (Mixed Use Development District — Optional) under the Charlotte City Zoning Ordinance, and the current use of the Property as a multi-tenant office building is a permitted use under the applicable zoning classification. The Zoning Confirmation Letter confirms that the Property, as currently improved and operated, is in compliance with the applicable provisions of the Charlotte City Zoning Ordinance, including applicable building setback, height, floor area ratio, parking, and landscaping requirements.

Based upon our review of the Zoning Confirmation Letter and publicly available zoning records of the City of Charlotte, no rezoning, variance, conditional use permit, or special use permit is required for the continued operation of the Property in its current use as a multi-tenant office building. We note that this opinion with respect to zoning matters is limited to the specific confirmation set forth in the Zoning Confirmation Letter and our review of applicable City of Charlotte zoning ordinances as in effect on the date hereof, and we express no opinion as to any future changes in zoning classifications, zoning ordinances, or land use regulations that may affect the Property.

4.6 Transfer Tax Compliance

North Carolina General Statutes Section 105-228.30 imposes an excise tax (commonly referred to as a "revenue stamp tax" or "transfer tax") on conveyances of interests in real property located in the State of North Carolina. The excise tax rate under N.C.G.S. § 105-228.30 is one dollar ($1.00) for each five hundred dollars ($500.00) or fractional part thereof of the consideration or value of the interest conveyed, equivalent to a rate of $2.00 per $1,000.00 of consideration.

In addition to the excise tax on direct conveyances of real property, North Carolina General Statutes Section 105-228.30(b) provides for the imposition of the excise tax on transfers of a "controlling interest" in an entity that owns real property located in North Carolina. For purposes of this statute, a "controlling interest" means (i) in the case of a corporation, more than fifty percent (50%) of the total combined voting power of all classes of stock of the corporation, or more than fifty percent (50%) of the capital, profits, or beneficial interest in the corporation; and (ii) in the case of a partnership, limited liability company, association, trust, or other entity, more than fifty percent (50%) of the capital, profits, or beneficial interest in the entity.

The transfer of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC from Seller to Buyer constitutes a transfer of a "controlling interest" in an entity owning real property located in North Carolina within the meaning of N.C.G.S. § 105-228.30(b). Accordingly, the transfer is subject to the North Carolina excise tax imposed under that section.

Based upon the allocated purchase price for the Company under the PSA and the applicable provisions of N.C.G.S. § 105-228.30, we have calculated the estimated North Carolina excise tax payable in connection with the transfer of the Membership Interests in GMP SouthPark LLC to be approximately One Hundred Eighty Thousand Dollars ($180,000.00). This amount represents this Property's proportionate share of the aggregate transfer tax liability of approximately Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000.00) estimated across the five states in which the Portfolio Entities own real property.

Pursuant to Section 12.3 of the PSA, transfer taxes and similar charges imposed by any state, county, or local jurisdiction in connection with the transactions contemplated by the PSA are to be shared equally between Buyer and Seller on a fifty-fifty (50/50) basis. Accordingly, Buyer's share of the estimated North Carolina excise tax for the transfer of the Membership Interests in GMP SouthPark LLC is approximately Ninety Thousand Dollars ($90,000.00), and Seller's share is approximately Ninety Thousand Dollars ($90,000.00).

We have prepared and reviewed the North Carolina transfer tax declarations and returns required to be filed in connection with the controlling-interest transfer, including the applicable Declaration of Consideration Form and Excise Tax Return, copies of which are attached hereto as Exhibit D. Such Transfer Tax Filings have been, or will be upon the closing of the transaction on the date hereof, properly filed with the Mecklenburg County Register of Deeds in accordance with the requirements of N.C.G.S. § 105-228.30 and the applicable regulations and procedures of the Mecklenburg County Register of Deeds.

All transfer tax obligations arising from the transfer of a controlling interest in GMP SouthPark LLC in connection with this transaction have been properly calculated in accordance with applicable North Carolina law and are being timely paid, or will be timely paid, on or promptly following the closing date of June 6, 2024. We are not aware of any additional North Carolina state or local transfer taxes, documentary stamp taxes, intangible taxes, or similar charges applicable to this transaction.

4.7 Recording Matters

Because the transaction is structured as an entity-level transfer of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC, a Delaware limited liability company, rather than as a direct conveyance of the Property by deed or other instrument of conveyance, no deed, special warranty deed, general warranty deed, quitclaim deed, or other conveyance instrument is required to be executed, delivered, or recorded with the Mecklenburg County Register of Deeds in connection with this transaction. The ownership of the Property will continue to be vested in GMP SouthPark LLC following the closing; only the indirect ownership of the Company (i.e., the identity of the sole member of the Company) will change as a result of the transfer.

To the extent that transfer tax declarations, excise tax returns, or other filings are required to be filed with the Mecklenburg County Register of Deeds in connection with the controlling-interest transfer pursuant to N.C.G.S. § 105-228.30(b), such filings have been, or will be, made on or promptly following the closing date, as described in Section 4.6 above.

We have reviewed the applicable provisions of Chapter 47 of the North Carolina General Statutes (the "Registration" chapter) and are satisfied that no additional North Carolina real property recording requirements apply to this transaction. No memorandum or notice of the transfer of the Membership Interests is required to be recorded under North Carolina law, and no assignment of any deed of trust, mortgage, leasehold interest, or other recorded instrument is required to be made in connection with the entity-level transfer, except as may be required in connection with the Veltrano Loan Agreement, the Assumption Agreement, and any related lender filings, which are being handled by Veltrano's counsel, Cranford McCabe LLP.

4.8 Title Insurance Matters

We have reviewed the pro forma ALTA Owner's Policy of Title Insurance (2021 form) (the "Pro Forma Policy") to be issued by Commonwealth National Title Insurance Company in connection with the entity-level transfer of the Membership Interests in GMP SouthPark LLC and the continued ownership of the Property by the Company following such transfer. We have also reviewed the Schedule B exceptions listed in the Title Commitment and the endorsements to be issued in connection with the Pro Forma Policy, including without limitation the Owner's Comprehensive Endorsement, the Non-Imputation Endorsement (ALTA 15-06), and the Fairway Endorsement (ALTA 39-06) applicable to entity-level transfers.

Based on our review, we are not aware of any North Carolina law, rule, regulation, or order that would prohibit, restrict, or impair the issuance of the Pro Forma Policy by Commonwealth National Title Insurance Company in connection with the entity-level transfer of the Membership Interests in GMP SouthPark LLC. North Carolina does not prohibit the issuance of an owner's title insurance policy in connection with an entity-level transfer of membership interests in a limited liability company that owns real property in the state, and the issuance of such a policy is consistent with the North Carolina Insurance Code (N.C.G.S. Chapter 58) and the regulations of the North Carolina Department of Insurance, to the extent applicable.

The title insurance premium allocated to SouthPark Corporate Center is a portion of the aggregate Two Million Four Hundred Twenty Thousand Dollars ($2,420,000.00) in title insurance premiums payable across the fourteen properties in the portfolio. Pursuant to the PSA, title insurance premiums are Buyer's cost. We express no opinion with respect to the calculation, allocation, or adequacy of title insurance premiums, which matters are within the purview of Commonwealth National Title Insurance Company and applicable title insurance rate regulations.

5. Qualifications and Limitations

The opinions expressed in this letter are subject to the following qualifications and limitations:

(a) Governing Law Limitation. This opinion is limited solely to the laws of the State of North Carolina as currently in effect on the date hereof, including the published judicial interpretations thereof and the applicable rules and regulations of North Carolina governmental authorities as in effect on the date hereof. We express no opinion with respect to the laws of any other jurisdiction, including without limitation the State of Delaware, the State of New York, the State of Maryland, or the laws of the United States of America (except to the extent that North Carolina law incorporates or references federal law). We have not examined or opined upon the applicability or effect of any local ordinances other than the City of Charlotte zoning ordinances specifically addressed in Section 4.5 above.

(b) Bankruptcy and Equitable Principles. The opinions expressed herein are subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, whether considered in a proceeding at law or in equity, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law.

(c) Excluded Subject Matter. We express no opinion with respect to (i) federal or state securities laws or regulations, (ii) federal, state, or local tax laws other than the North Carolina transfer tax matters specifically addressed in Section 4.6 above, (iii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any regulations promulgated thereunder, (iv) federal, state, or local environmental laws, regulations, or standards, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), or any North Carolina environmental statutes, (v) federal or state antitrust or competition laws, (vi) zoning, land use, or building code laws and regulations other than the specific zoning confirmation set forth in Section 4.5 above, (vii) the Americans with Disabilities Act ("ADA") or any similar North Carolina accessibility laws, (viii) the Foreign Investment in Real Property Tax Act ("FIRPTA") or any state analogue thereof, or (ix) any other laws, rules, or regulations not specifically addressed in this opinion.

(d) Reliance Limitation. This opinion is rendered solely for the benefit of the addressees hereof and their respective successors and assigns, and may not be relied upon by any other person or entity without the prior written consent of Haversham Cole PLLC; provided, however, that the following parties and their respective counsel may rely on this opinion in connection with the transactions contemplated by the PSA without further consent:

(i) Commonwealth National Title Insurance Company, in its capacity as title insurer for the Property;

(ii) Veltrano Capital Lending Corp., in its capacity as lender under the Veltrano Loan Agreement and the Loan 2-B Supplement;

(iii) Pinnacle Federal Bank, N.A., in its capacity as participant or co-lender under Loan 2-B;

(iv) Cranford McCabe LLP, in its capacity as counsel to Veltrano Capital Lending Corp.; and

(v) Calderwood & Harkness LLP, in its capacity as counsel to Buyer.

(e) No Obligation to Update. This opinion is rendered as of the date hereof, and we expressly disclaim any obligation to update, supplement, revise, or withdraw this opinion, or to notify any addressee or other party, based on any change in applicable law, any change in the facts or circumstances underlying this opinion, or the occurrence of any event subsequent to the date hereof. We have not agreed to monitor the continued accuracy of this opinion or the continued satisfaction of the assumptions and conditions upon which this opinion is based.

(f) Scope of Investigation. In rendering this opinion, we have relied upon the documents, certificates, and records described in Section 2 above and upon the assumptions set forth in Section 3 above. We have not undertaken any independent factual investigation beyond the review of such documents and records and have relied upon the factual representations and warranties contained in the Transaction Documents as being true and correct. Where our opinion is qualified by the phrase "known to us" or "to our knowledge," such phrase means the actual, present knowledge of the attorneys of this Firm who have been substantively involved in the representation of Buyer in connection with this transaction, without independent investigation.

6. Reliance and Delivery

This opinion letter is being delivered pursuant to the requirements of Section 10.2(e)(iv) of the PSA, which requires the delivery of local counsel opinion letters covering, among other matters, the matters of North Carolina law addressed herein, as a condition to the closing of the transactions contemplated by the PSA. This opinion is being delivered in connection with, and as of, the closing of the acquisition of the Membership Interests in GMP SouthPark LLC, which closing is occurring on June 6, 2024.

This opinion may be relied upon by each of the addressees hereof, and by those additional parties identified in Section 5(d) above, solely in connection with the transactions contemplated by the PSA and the Transaction Documents, and for no other purpose. This opinion may not be quoted, referred to, or furnished to any other person or entity (other than as expressly provided herein or as may be required by applicable law, regulation, or legal process) without our prior written consent.

We are members of the bar of the State of North Carolina and do not purport to be experts in, or to express any opinion with respect to, the laws of any jurisdiction other than the State of North Carolina.

[Remainder of page intentionally left blank; signature page follows.]

[SIGNATURE PAGE — LOCAL COUNSEL OPINION LETTER]

Very truly yours,

HAVERSHAM COLE PLLC

By: ________

Name: Marshall Haversham

Title: Partner

301 South College Street, Suite 1400 Charlotte, North Carolina 28202 Telephone: (704) 555-8200

Email: mhaversham@havershamcole.com

Enclosures:

Exhibit A: Certificate of Good Standing — GMP SouthPark LLC (North Carolina Secretary of State, dated June 3, 2024)

Exhibit B: Certificate of Authority — GMP SouthPark LLC (North Carolina Secretary of State, Foreign Qualification, filed October 9, 2018)

Exhibit C: Zoning Confirmation Letter — SouthPark Corporate Center, 6200 Fairview Road, Charlotte, NC 28210 (City of Charlotte / Mecklenburg County Department of Planning, Design and Development, dated March 29, 2024)

Exhibit D: North Carolina Transfer Tax Declaration (Executed Form — Declaration of Consideration and Excise Tax Return, Mecklenburg County Register of Deeds)

CHARLOTTE 4892-3617-0824.3

HAVERSHAM COLE PLLC Attorneys at Law
301 South College Street, Suite 1400 Charlotte, North Carolina 28202 Telephone: (704) 555-8200 Facsimile: (704) 555-8201 www.havershamcole.com
June 6, 2024
VIA EMAIL AND OVERNIGHT COURIER
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Marcus Devereaux, Executive Vice President, Acquisitions
Copy to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Partner
Grace Nakamura, Associate
Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006
Attention: Rafael Dominguez, Associate
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
(as lender under Loan 2-B secured by SouthPark Corporate Center)
Veltrano Capital Lending Corp. 200 South Biscayne Boulevard, Suite 3100 Miami, Florida 33131
Attention: Denise Alvarado, Managing Director
Cranford McCabe LLP 100 Southeast Second Street, Suite 3000 Miami, Florida 33131
Attention: Leo Cranford, Partner
(Counsel to Veltrano Capital Lending Corp.)
LOCAL COUNSEL OPINION LETTER Re: Acquisition of 100% of the Membership Interests in GMP SouthPark LLC SouthPark Corporate Center — 6200 Fairview Road, Charlotte, North Carolina 28210
Ladies and Gentlemen:
1. Introduction and Engagement
Haversham Cole PLLC ("we," "us," or this "Firm") serves as North Carolina local counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer"), in connection with the acquisition by Buyer of one hundred percent (100%) of the issued and outstanding membership interests (the "Membership Interests") in GMP SouthPark LLC, a Delaware limited liability company (EIN 84-2639918) (the "Company"), which is the sole owner of the improved real property known as SouthPark Corporate Center, located at 6200 Fairview Road, Charlotte, North Carolina 28210 (the "Property").
We have been engaged at the request of Calderwood & Harkness LLP, counsel to Buyer in this transaction, pursuant to the local counsel coordination memorandum dated March 14, 2024, as supplemented on April 22, 2024 and May 30, 2024 (collectively, the "Coordination Memorandum"), which sets forth the scope of our engagement and the matters upon which we have been requested to opine. This opinion letter is being delivered in connection with the closing of the transactions contemplated herein, which closing is occurring on the date hereof.
The acquisition of the Membership Interests in the Company is part of a larger portfolio acquisition by Buyer of one hundred percent (100%) of the membership interests in fourteen (14) property-owning, single-purpose Delaware limited liability companies (collectively, the "Portfolio Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), pursuant to that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer (the "Original PSA"), as amended by (i) that certain First Amendment to Purchase and Sale Agreement dated as of April 12, 2024 (the "First Amendment"), and (ii) that certain Second Amendment to Purchase and Sale Agreement dated as of May 28, 2024 (the "Second Amendment," and together with the Original PSA and the First Amendment, the "PSA"). The aggregate purchase price for the portfolio acquisition is One Billion One Hundred Million Dollars ($1,100,000,000.00). The Company is one of the fourteen Portfolio Entities being acquired under the PSA.
This opinion letter addresses solely matters arising under the laws of the State of North Carolina, as more fully described herein. We express no opinion with respect to the laws of any other jurisdiction, including without limitation the State of Delaware, the State of New York, the State of Maryland, or federal law. The partner of this Firm responsible for the rendering of this opinion is marshall Haversham.
2. Documents Reviewed
In connection with the preparation of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, certificates, and records (collectively, the "Reviewed Documents"):
1.  The PSA, including the Original PSA dated February 28, 2024, the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024 (execution versions, together with all exhibits and schedules thereto).
2.  The Assignment and Assumption of Membership Interests for GMP SouthPark LLC, dated as of June 6, 2024, by and between Seller, as assignor, and Buyer, as assignee (the "Assignment Agreement").
3.  The Certificate of Formation of GMP SouthPark LLC, as filed with the Secretary of State of the State of Delaware on September 14, 2018, together with all amendments thereto on file as of the date hereof.
4.  The Certificate of Authority of GMP SouthPark LLC, filed with the North Carolina Secretary of State on October 9, 2018, authorizing the Company to transact business in the State of North Carolina as a foreign limited liability company, together with all amendments thereto and annual reports subsequently filed (the "Certificate of Authority").
5.  The Amended and Restated Operating Agreement of GMP SouthPark LLC, dated as of November 1, 2018, by Greystone Meridian Partners Fund III, L.P., as sole member (the "Operating Agreement"), together with all amendments thereto, including the First Amendment to Amended and Restated Operating Agreement dated as of February 1, 2021.
6.  The Certificate of Good Standing (Certificate of Existence) of GMP SouthPark LLC issued by the North Carolina Secretary of State, dated June 3, 2024, a copy of which is attached hereto as Exhibit A.
7.  The Certificate of Good Standing of GMP SouthPark LLC issued by the Secretary of State of the State of Delaware, dated June 4, 2024.
8.  Resolutions of Greystone Meridian Capital LLC, a Delaware limited liability company, in its capacity as the general partner of Greystone Meridian Partners Fund III, L.P. (the sole member of the Company), authorizing and approving the sale, transfer, assignment, and conveyance of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC to Buyer, adopted by unanimous written consent effective as of May 24, 2024 (the "Authorizing Resolutions").
9.  The Secretary's Certificate of Greystone Meridian Capital LLC, dated as of June 5, 2024, certifying the incumbency and authority of the officers executing the transaction documents on behalf of Seller and confirming the adoption and continuing effectiveness of the Authorizing Resolutions (the "Secretary's Certificate").
10.  The title commitment (Commitment No. CT-2024-NC-09841) issued by Commonwealth National Title Insurance Company for SouthPark Corporate Center, dated as of March 22, 2024, and updated through May 31, 2024, together with all endorsements, supplements, and exception documents referenced therein (the "Title Commitment").
11.  The ALTA/NSPS Land Title Survey of SouthPark Corporate Center, prepared by Meridian Land Surveying, Inc., certified by Daniel Caulfield, PLS, PE, North Carolina Professional Land Surveyor License No. L-4187 and Professional Engineer License No. 038271, dated as of March 8, 2024, and last revised May 15, 2024 (the "Survey").
12.  North Carolina transfer tax declarations and returns prepared in connection with the controlling-interest transfer of the Membership Interests in GMP SouthPark LLC, including Declaration of Consideration Form and Excise Tax Return filed or to be filed with the Mecklenburg County Register of Deeds (the "Transfer Tax Filings"), copies of which are attached hereto as Exhibit D.
13.  The Loan Agreement dated as of February 1, 2021, by and among Veltrano Capital Lending Corp., as lender ("Veltrano"), and GMP SouthPark LLC, GMP Buckhead LLC, GMP Tysons Corner LLC, and GMP Reston LLC, as co-borrowers (the "Veltrano Loan Agreement"), including the Loan 2-B Supplement thereto applicable to GMP SouthPark LLC and the Property (the "Loan 2-B Supplement"), with an aggregate outstanding principal balance across Loans 2-A through 2-D of approximately One Hundred Forty-Two Million Three Hundred Thousand Dollars ($142,300,000.00), of which the Company's allocated portion under Loan 2-B is attributable to the Property.
14.  The Lender Consent issued by Veltrano Capital Lending Corp. dated as of May 17, 2024, consenting to the transfer of the Membership Interests in GMP SouthPark LLC from Seller to Buyer and to the related changes in the direct and indirect ownership of the Company and the Property (the "Lender Consent").
15.  The Assumption Agreement, dated as of June 6, 2024, by and among Veltrano Capital Lending Corp., Buyer, and the Company, pursuant to which Buyer assumes certain obligations and covenants under the Veltrano Loan Agreement and the Loan 2-B Supplement in connection with the transfer (the "Assumption Agreement," execution version).
16.  The Replacement Guaranty, dated as of June 6, 2024, executed by Fairwater Real Estate Investment Trust in favor of Veltrano Capital Lending Corp., replacing the guaranty previously provided by Greystone Meridian Partners Fund III, L.P. and Greystone Meridian Capital LLC (the "Replacement Guaranty").
17.  The leases, license agreements, and occupancy agreements affecting the Property (collectively, the "Leases"), comprising a portion of the eighty-seven (87) lease portfolio across the fourteen Portfolio Entities, with respect to the SouthPark Corporate Center, a Class A office property comprising approximately 218,000 rentable square feet ("RSF"), including the anchor lease with Birchwood Technology Group Inc. providing for annual base rent ("ABR") of approximately Five Million Six Hundred Sixty-Eight Thousand Dollars ($5,668,000.00).
18.  Tenant estoppel certificates received from tenants at SouthPark Corporate Center in connection with the closing of the transaction (the "Estoppel Certificates").
19.  Subordination, Non-Disturbance and Attornment Agreements ("SNDAs") executed by the Major Tenants (as defined in the PSA) at SouthPark Corporate Center, including Birchwood Technology Group Inc. and the other tenants designated as Major Tenants under the PSA.
20.  Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein, including records of the North Carolina Secretary of State, the Mecklenburg County Register of Deeds, the Mecklenburg County Tax Assessor, the City of Charlotte Department of Planning, Design and Development, and such other public records as we have determined to be relevant.
All of the documents listed in items (1) through (19) above, together with the PSA, are referred to collectively herein as the "Transaction Documents."
3. Assumptions
In rendering the opinions set forth below, we have, with your permission and consistent with customary practice for local counsel opinion letters of this type, made the following assumptions without independent investigation or verification:
(a) All signatures on the Reviewed Documents and Transaction Documents are genuine. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform in all material respects to the originals thereof. All documents submitted to us as certified copies are true and correct copies of the originals thereof.
(b) Each party to the Transaction Documents (other than the Company, as to matters of North Carolina law upon which we are specifically opining herein) is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, and has the requisite organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.
(c) The PSA and all related Transaction Documents have been duly authorized, executed, and delivered by all parties thereto (other than as specifically opined upon herein with respect to matters of North Carolina law), and each such document constitutes the legal, valid, and binding obligation of each party thereto (other than to the extent such matters are specifically addressed by this opinion with respect to North Carolina law).
(d) All factual representations and warranties made by the parties in the PSA and the other Transaction Documents are true, correct, and complete in all material respects as of the date hereof.
(e) The PSA and the principal Transaction Documents (other than the Transfer Tax Filings and other documents governed by or subject to North Carolina law as specifically identified herein) are governed by the laws of the State of New York. We express no opinion with respect to the laws of the State of New York or any other jurisdiction other than the State of North Carolina. To the extent that matters of New York law, Delaware law, Maryland law, or the laws of any other jurisdiction are relevant to the opinions expressed herein, we have assumed that such laws do not affect the conclusions set forth in this opinion.
(f) All necessary requirements under the laws of the State of Delaware for the formation, existence, governance, and authorization of GMP SouthPark LLC as a Delaware limited liability company have been duly satisfied. We have relied upon Calderwood & Harkness LLP or separate Delaware counsel for all matters of Delaware law, including without limitation the due formation and valid existence of the Company, the authority of Seller as sole member to transfer the Membership Interests, and the effectiveness of the Assignment Agreement under Delaware law.
(g) The parties to the Transaction Documents have complied with all requirements of applicable law (other than the laws of the State of North Carolina to the extent addressed herein) relating to the transactions contemplated thereby.
(h) There are no agreements, understandings, or course of dealing among the parties that would modify, amend, or supplement the terms of the Transaction Documents as presented to us, and no party has waived any material right under any of the Transaction Documents.
(i) All conditions to the obligations of the parties under the PSA to consummate the closing have been satisfied or waived as of the date hereof.
4. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:
4.1 Foreign Qualification and Good Standing
GMP SouthPark LLC is duly qualified to transact business in the State of North Carolina as a foreign limited liability company, having obtained a Certificate of Authority from the North Carolina Secretary of State on October 9, 2018, a copy of which is attached hereto as Exhibit B. The Company is in good standing with the North Carolina Secretary of State as of the date of this opinion, as evidenced by the Certificate of Good Standing dated June 3, 2024, issued by the North Carolina Secretary of State, a copy of which is attached hereto as Exhibit A. We have confirmed that all annual reports required to be filed by the Company with the North Carolina Secretary of State have been timely filed and that no administrative dissolution or revocation proceedings are pending or, to our knowledge, threatened with respect to the Company's qualification to transact business in North Carolina.
4.2 Due Authorization (North Carolina Law Aspects)
To the extent that the laws of the State of North Carolina are applicable to authorization matters relating to GMP SouthPark LLC's activities within the State of North Carolina, the transfer of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC from Greystone Meridian Partners Fund III, L.P., as Seller, to Fairwater Real Estate Investment Trust, as Buyer, has been duly authorized. The Company's activities in North Carolina consist of the ownership, operation, and management of the Property, and the transfer of the Membership Interests does not require any separate authorization or approval under North Carolina law beyond that already obtained in connection with the Company's foreign qualification.
We further note that the transaction is structured as an entity-level transfer of membership interests in a Delaware limited liability company, as opposed to a direct conveyance of the underlying real property by deed or other real property conveyance instrument. Under North Carolina law, the transfer of one hundred percent (100%) of the membership interests in a Delaware limited liability company that holds North Carolina real property does not require the execution, delivery, or recording of a deed or other conveyance instrument with the applicable county register of deeds. The membership interests in the Company are personal property under Delaware law, and the transfer thereof is governed by the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and the Operating Agreement, rather than by North Carolina real property conveyance statutes. Accordingly, no separate North Carolina real property conveyance instrument is required in connection with this transaction, and the transfer of the Membership Interests does not constitute a "conveyance" of real property for purposes of the North Carolina General Statutes governing the recording of deeds and other instruments of conveyance (N.C.G.S. Chapter 47).
4.3 Enforceability.  The Assignment and Assumption of Membership Interests for GMP SouthPark LLC, dated as of June 6, 2024, to the extent governed by or subject to the laws of the State of North Carolina, constitutes a valid and binding obligation of each of the parties thereto and is enforceable against each such party in accordance with its terms. The foregoing opinion is subject to the following standard enforceability exceptions:
(i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally;
(ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law; and
(iii) public policy considerations that may limit the rights of parties to obtain certain remedies or enforce certain provisions of agreements.
4.4 No Violation of North Carolina Law
The execution, delivery, and performance by the parties of the Transaction Documents relating to GMP SouthPark LLC, including the Assignment Agreement, and the consummation of the transactions contemplated thereby, do not and will not (a) violate any applicable North Carolina statute, rule, regulation, or order of any North Carolina court or governmental authority known to us, or (b) result in a breach of, or constitute a default under, any provision of North Carolina law applicable to the Company or the Property that is known to us.
The transfer of the Membership Interests does not require any filing with, or consent, license, permit, or approval of, any North Carolina state or local governmental authority, agency, commission, board, or instrumentality, except (i) as described in Section 4.6 below with respect to transfer tax filings and (ii) any filings that may be required to update the records of the North Carolina Secretary of State to reflect the change in the sole member of the Company, which filings, if required, will be made promptly following the closing date. We note that a change in membership of a foreign limited liability company qualified to do business in North Carolina does not, by itself, require the filing of an amended Certificate of Authority with the North Carolina Secretary of State; however, to the extent that any information contained in the Company's Certificate of Authority on file with the North Carolina Secretary of State has changed as a result of the transaction, an appropriate amendment or annual report reflecting such changes will be filed in due course.
4.5 Real Property Matters
SouthPark Corporate Center, the Property, is located at 6200 Fairview Road, Charlotte, North Carolina 28210, in Mecklenburg County, North Carolina. Based upon our review of the Survey, the Title Commitment, and publicly available records, the Property is situated on a parcel of land comprising approximately 8.73 acres, improved with a Class A office building containing approximately 218,000 rentable square feet, which was constructed in approximately 2017. The Property also includes structured parking facilities, surface parking, landscaped common areas, and related site improvements.
We have reviewed the zoning confirmation letter dated March 29, 2024, issued by the City of Charlotte Department of Planning, Design and Development (the "Zoning Confirmation Letter"), a copy of which is attached hereto as Exhibit C. Based upon the Zoning Confirmation Letter, the Property is currently zoned MUDD-O (Mixed Use Development District — Optional) under the Charlotte City Zoning Ordinance, and the current use of the Property as a multi-tenant office building is a permitted use under the applicable zoning classification. The Zoning Confirmation Letter confirms that the Property, as currently improved and operated, is in compliance with the applicable provisions of the Charlotte City Zoning Ordinance, including applicable building setback, height, floor area ratio, parking, and landscaping requirements.
Based upon our review of the Zoning Confirmation Letter and publicly available zoning records of the City of Charlotte, no rezoning, variance, conditional use permit, or special use permit is required for the continued operation of the Property in its current use as a multi-tenant office building. We note that this opinion with respect to zoning matters is limited to the specific confirmation set forth in the Zoning Confirmation Letter and our review of applicable City of Charlotte zoning ordinances as in effect on the date hereof, and we express no opinion as to any future changes in zoning classifications, zoning ordinances, or land use regulations that may affect the Property.
4.6 Transfer Tax Compliance
North Carolina General Statutes Section 105-228.30 imposes an excise tax (commonly referred to as a "revenue stamp tax" or "transfer tax") on conveyances of interests in real property located in the State of North Carolina. The excise tax rate under N.C.G.S. § 105-228.30 is one dollar ($1.00) for each five hundred dollars ($500.00) or fractional part thereof of the consideration or value of the interest conveyed, equivalent to a rate of $2.00 per $1,000.00 of consideration.
In addition to the excise tax on direct conveyances of real property, North Carolina General Statutes Section 105-228.30(b) provides for the imposition of the excise tax on transfers of a "controlling interest" in an entity that owns real property located in North Carolina. For purposes of this statute, a "controlling interest" means (i) in the case of a corporation, more than fifty percent (50%) of the total combined voting power of all classes of stock of the corporation, or more than fifty percent (50%) of the capital, profits, or beneficial interest in the corporation; and (ii) in the case of a partnership, limited liability company, association, trust, or other entity, more than fifty percent (50%) of the capital, profits, or beneficial interest in the entity.
The transfer of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC from Seller to Buyer constitutes a transfer of a "controlling interest" in an entity owning real property located in North Carolina within the meaning of N.C.G.S. § 105-228.30(b). Accordingly, the transfer is subject to the North Carolina excise tax imposed under that section.
Based upon the allocated purchase price for the Company under the PSA and the applicable provisions of N.C.G.S. § 105-228.30, we have calculated the estimated North Carolina excise tax payable in connection with the transfer of the Membership Interests in GMP SouthPark LLC to be approximately One Hundred Eighty Thousand Dollars ($180,000.00). This amount represents this Property's proportionate share of the aggregate transfer tax liability of approximately Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000.00) estimated across the five states in which the Portfolio Entities own real property.
Pursuant to Section 12.3 of the PSA, transfer taxes and similar charges imposed by any state, county, or local jurisdiction in connection with the transactions contemplated by the PSA are to be shared equally between Buyer and Seller on a fifty-fifty (50/50) basis. Accordingly, Buyer's share of the estimated North Carolina excise tax for the transfer of the Membership Interests in GMP SouthPark LLC is approximately Ninety Thousand Dollars ($90,000.00), and Seller's share is approximately Ninety Thousand Dollars ($90,000.00).
We have prepared and reviewed the North Carolina transfer tax declarations and returns required to be filed in connection with the controlling-interest transfer, including the applicable Declaration of Consideration Form and Excise Tax Return, copies of which are attached hereto as Exhibit D. Such Transfer Tax Filings have been, or will be upon the closing of the transaction on the date hereof, properly filed with the Mecklenburg County Register of Deeds in accordance with the requirements of N.C.G.S. § 105-228.30 and the applicable regulations and procedures of the Mecklenburg County Register of Deeds.
All transfer tax obligations arising from the transfer of a controlling interest in GMP SouthPark LLC in connection with this transaction have been properly calculated in accordance with applicable North Carolina law and are being timely paid, or will be timely paid, on or promptly following the closing date of June 6, 2024. We are not aware of any additional North Carolina state or local transfer taxes, documentary stamp taxes, intangible taxes, or similar charges applicable to this transaction.
4.7 Recording Matters
Because the transaction is structured as an entity-level transfer of one hundred percent (100%) of the Membership Interests in GMP SouthPark LLC, a Delaware limited liability company, rather than as a direct conveyance of the Property by deed or other instrument of conveyance, no deed, special warranty deed, general warranty deed, quitclaim deed, or other conveyance instrument is required to be executed, delivered, or recorded with the Mecklenburg County Register of Deeds in connection with this transaction. The ownership of the Property will continue to be vested in GMP SouthPark LLC following the closing; only the indirect ownership of the Company (i.e., the identity of the sole member of the Company) will change as a result of the transfer.
To the extent that transfer tax declarations, excise tax returns, or other filings are required to be filed with the Mecklenburg County Register of Deeds in connection with the controlling-interest transfer pursuant to N.C.G.S. § 105-228.30(b), such filings have been, or will be, made on or promptly following the closing date, as described in Section 4.6 above.
We have reviewed the applicable provisions of Chapter 47 of the North Carolina General Statutes (the "Registration" chapter) and are satisfied that no additional North Carolina real property recording requirements apply to this transaction. No memorandum or notice of the transfer of the Membership Interests is required to be recorded under North Carolina law, and no assignment of any deed of trust, mortgage, leasehold interest, or other recorded instrument is required to be made in connection with the entity-level transfer, except as may be required in connection with the Veltrano Loan Agreement, the Assumption Agreement, and any related lender filings, which are being handled by Veltrano's counsel, Cranford McCabe LLP.
4.8 Title Insurance Matters
We have reviewed the pro forma ALTA Owner's Policy of Title Insurance (2021 form) (the "Pro Forma Policy") to be issued by Commonwealth National Title Insurance Company in connection with the entity-level transfer of the Membership Interests in GMP SouthPark LLC and the continued ownership of the Property by the Company following such transfer. We have also reviewed the Schedule B exceptions listed in the Title Commitment and the endorsements to be issued in connection with the Pro Forma Policy, including without limitation the Owner's Comprehensive Endorsement, the Non-Imputation Endorsement (ALTA 15-06), and the Fairway Endorsement (ALTA 39-06) applicable to entity-level transfers.
Based on our review, we are not aware of any North Carolina law, rule, regulation, or order that would prohibit, restrict, or impair the issuance of the Pro Forma Policy by Commonwealth National Title Insurance Company in connection with the entity-level transfer of the Membership Interests in GMP SouthPark LLC. North Carolina does not prohibit the issuance of an owner's title insurance policy in connection with an entity-level transfer of membership interests in a limited liability company that owns real property in the state, and the issuance of such a policy is consistent with the North Carolina Insurance Code (N.C.G.S. Chapter 58) and the regulations of the North Carolina Department of Insurance, to the extent applicable.
The title insurance premium allocated to SouthPark Corporate Center is a portion of the aggregate Two Million Four Hundred Twenty Thousand Dollars ($2,420,000.00) in title insurance premiums payable across the fourteen properties in the portfolio. Pursuant to the PSA, title insurance premiums are Buyer's cost. We express no opinion with respect to the calculation, allocation, or adequacy of title insurance premiums, which matters are within the purview of Commonwealth National Title Insurance Company and applicable title insurance rate regulations.
5. Qualifications and Limitations
The opinions expressed in this letter are subject to the following qualifications and limitations:
(a) Governing Law Limitation. This opinion is limited solely to the laws of the State of North Carolina as currently in effect on the date hereof, including the published judicial interpretations thereof and the applicable rules and regulations of North Carolina governmental authorities as in effect on the date hereof. We express no opinion with respect to the laws of any other jurisdiction, including without limitation the State of Delaware, the State of New York, the State of Maryland, or the laws of the United States of America (except to the extent that North Carolina law incorporates or references federal law). We have not examined or opined upon the applicability or effect of any local ordinances other than the City of Charlotte zoning ordinances specifically addressed in Section 4.5 above.
(b) Bankruptcy and Equitable Principles. The opinions expressed herein are subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, whether considered in a proceeding at law or in equity, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law.
(c) Excluded Subject Matter. We express no opinion with respect to (i) federal or state securities laws or regulations, (ii) federal, state, or local tax laws other than the North Carolina transfer tax matters specifically addressed in Section 4.6 above, (iii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any regulations promulgated thereunder, (iv) federal, state, or local environmental laws, regulations, or standards, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), or any North Carolina environmental statutes, (v) federal or state antitrust or competition laws, (vi) zoning, land use, or building code laws and regulations other than the specific zoning confirmation set forth in Section 4.5 above, (vii) the Americans with Disabilities Act ("ADA") or any similar North Carolina accessibility laws, (viii) the Foreign Investment in Real Property Tax Act ("FIRPTA") or any state analogue thereof, or (ix) any other laws, rules, or regulations not specifically addressed in this opinion.
(d) Reliance Limitation. This opinion is rendered solely for the benefit of the addressees hereof and their respective successors and assigns, and may not be relied upon by any other person or entity without the prior written consent of Haversham Cole PLLC; provided, however, that the following parties and their respective counsel may rely on this opinion in connection with the transactions contemplated by the PSA without further consent:
(i) Commonwealth National Title Insurance Company, in its capacity as title insurer for the Property;
(ii) Veltrano Capital Lending Corp., in its capacity as lender under the Veltrano Loan Agreement and the Loan 2-B Supplement;
(iii) Pinnacle Federal Bank, N.A., in its capacity as participant or co-lender under Loan 2-B;
(iv) Cranford McCabe LLP, in its capacity as counsel to Veltrano Capital Lending Corp.; and
(v) Calderwood & Harkness LLP, in its capacity as counsel to Buyer.
(e) No Obligation to Update. This opinion is rendered as of the date hereof, and we expressly disclaim any obligation to update, supplement, revise, or withdraw this opinion, or to notify any addressee or other party, based on any change in applicable law, any change in the facts or circumstances underlying this opinion, or the occurrence of any event subsequent to the date hereof. We have not agreed to monitor the continued accuracy of this opinion or the continued satisfaction of the assumptions and conditions upon which this opinion is based.
(f) Scope of Investigation. In rendering this opinion, we have relied upon the documents, certificates, and records described in Section 2 above and upon the assumptions set forth in Section 3 above. We have not undertaken any independent factual investigation beyond the review of such documents and records and have relied upon the factual representations and warranties contained in the Transaction Documents as being true and correct. Where our opinion is qualified by the phrase "known to us" or "to our knowledge," such phrase means the actual, present knowledge of the attorneys of this Firm who have been substantively involved in the representation of Buyer in connection with this transaction, without independent investigation.
6. Reliance and Delivery
This opinion letter is being delivered pursuant to the requirements of Section 10.2(e)(iv) of the PSA, which requires the delivery of local counsel opinion letters covering, among other matters, the matters of North Carolina law addressed herein, as a condition to the closing of the transactions contemplated by the PSA. This opinion is being delivered in connection with, and as of, the closing of the acquisition of the Membership Interests in GMP SouthPark LLC, which closing is occurring on June 6, 2024.
This opinion may be relied upon by each of the addressees hereof, and by those additional parties identified in Section 5(d) above, solely in connection with the transactions contemplated by the PSA and the Transaction Documents, and for no other purpose. This opinion may not be quoted, referred to, or furnished to any other person or entity (other than as expressly provided herein or as may be required by applicable law, regulation, or legal process) without our prior written consent.
We are members of the bar of the State of North Carolina and do not purport to be experts in, or to express any opinion with respect to, the laws of any jurisdiction other than the State of North Carolina.
[Remainder of page intentionally left blank; signature page follows.]
[SIGNATURE PAGE — LOCAL COUNSEL OPINION LETTER]
Very truly yours,
HAVERSHAM COLE PLLC
By: ________
Name: Marshall Haversham
Title: Partner
301 South College Street, Suite 1400 Charlotte, North Carolina 28202 Telephone: (704) 555-8200
Email: mhaversham@havershamcole.com
Enclosures:
Exhibit A: Certificate of Good Standing — GMP SouthPark LLC (North Carolina Secretary of State, dated June 3, 2024)
Exhibit B: Certificate of Authority — GMP SouthPark LLC (North Carolina Secretary of State, Foreign Qualification, filed October 9, 2018)
Exhibit C: Zoning Confirmation Letter — SouthPark Corporate Center, 6200 Fairview Road, Charlotte, NC 28210 (City of Charlotte / Mecklenburg County Department of Planning, Design and Development, dated March 29, 2024)
Exhibit D: North Carolina Transfer Tax Declaration (Executed Form — Declaration of Consideration and Excise Tax Return, Mecklenburg County Register of Deeds)
CHARLOTTE 4892-3617-0824.3

HAVERSHAM COLE PLLC Attorneys at Law

VIA EMAIL AND OVERNIGHT COURIER

HAVERSHAM COLE PLLC

CHARLOTTE 4892-3617-0824.3

Record

Parties

Dates

Amounts