1036-00004 · Client 1036 · Local Counsel

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

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ELLSWORTH RIDLEY LLP Attorneys at Law

424 Church Street, Suite 1500 Nashville, Tennessee 37219 Telephone: (615) 244-7800 Facsimile: (615) 244-7801 www.ellsworthridley.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

With copies to:

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

Attention: Douglas Fairchild, Esq.

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

Attention: Grace Nakamura, 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. (as lender with respect to Loan 1-H, securing the Murfreesboro Distribution Center) 600 Travis Street, Suite 4400 Houston, Texas 77002

Attention: Bradley Carston, Senior Vice President

Sycamore Life Insurance Company (as lender with respect to Loan 3-B, securing the Mount Juliet Commerce Park) 100 Constitution Plaza Hartford, Connecticut 06103

Attention: Graham Hilliard, Vice President, Mortgage Investments

Veltrano Capital Lending Corp. (as lender with respect to Loan 2-C, securing the Cool Springs Office Park) 200 South Biscayne Boulevard, Suite 3100 Miami, Florida 33131

Attention: Denise Alvarado, Managing Director

Re: Opinion of Local Counsel — State of Tennessee

Acquisition by Fairwater Real Estate Investment Trust of 100% of the Membership Interests in GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC (collectively, the "Tennessee Target Entities") from Greystone Meridian Partners Fund III, L.P., pursuant to the Purchase and Sale Agreement dated February 28, 2024 (as amended by the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024) (as so amended, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P. ("Seller") and Fairwater Real Estate Investment Trust ("Buyer")

Aggregate Portfolio Purchase Price: $1,100,000,000 (Fourteen-Property Portfolio); this opinion addresses only the three Tennessee properties as described herein

Ladies and Gentlemen:

1. Introduction and Engagement

We have acted as Tennessee local counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), in connection with Buyer's acquisition of 100% of the membership interests in GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC (each a "Tennessee Target Entity" and collectively, the "Tennessee Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"). Our engagement has been coordinated through Calderwood & Harkness LLP, counsel to Buyer, pursuant to the local counsel coordination arrangements established by that firm in connection with the multi-property, multi-state portfolio transaction contemplated by the PSA.

The partner responsible for this engagement and this opinion is Diane Ellsworth. This opinion is being delivered on the date hereof, which is the closing date of the transaction (the "Closing Date"), pursuant to Section 8.2(h) of the PSA and as a condition to the consummation of the closing of the transactions contemplated thereby with respect to the Tennessee Target Entities and the Tennessee properties described herein. This opinion is also delivered to satisfy certain requirements of the lenders identified above with respect to their respective loan facilities secured by the Tennessee properties and in connection with the lender consent and loan assumption arrangements effected as part of the closing.

We note that this opinion is limited in scope to the matters of Tennessee law expressly addressed herein. The PSA contemplates a portfolio acquisition encompassing fourteen properties located across multiple states, with an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000). This opinion addresses only those aspects of the transaction that pertain to the three Tennessee properties and the three Tennessee Target Entities described below. We understand that separate local counsel opinions are being delivered by other firms with respect to properties located in jurisdictions outside the State of Tennessee.

2. Identification of Tennessee Target Entities and Properties

The Tennessee Target Entities and their respective properties are identified as follows:

(a) GMP Murfreesboro LLC. GMP Murfreesboro LLC is a Delaware limited liability company that is qualified to do business in the State of Tennessee as a foreign limited liability company. Its federal employer identification number is 84-2527856. GMP Murfreesboro LLC is the owner of that certain real property known as the Murfreesboro Distribution Center, located at 1600 Joe B. Jackson Parkway, Murfreesboro, Rutherford County, Tennessee 37127. The Murfreesboro Distribution Center is a logistics and distribution facility comprising approximately 502,000 rentable square feet, constructed in 2020. The Murfreesboro Distribution Center is encumbered by a first-priority mortgage lien securing Loan 1-H, held by Pinnacle Federal Bank, N.A.

(b) GMP Cool Springs LLC. GMP Cool Springs LLC is a Delaware limited liability company that is qualified to do business in the State of Tennessee as a foreign limited liability company. Its federal employer identification number is 84-2639925. GMP Cool Springs LLC is the owner of that certain real property known as Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, Williamson County, Tennessee 37027. Cool Springs Office Park is a multi-tenant office property comprising approximately 196,000 rentable square feet, constructed in 2016. Cool Springs Office Park is encumbered by a first-priority mortgage lien securing Loan 2-C, held by Veltrano Capital Lending Corp.

(c) GMP Mount Juliet LLC. GMP Mount Juliet LLC is a Delaware limited liability company that is qualified to do business in the State of Tennessee as a foreign limited liability company. Its federal employer identification number is 84-2741070. GMP Mount Juliet LLC is the owner of that certain real property known as Mount Juliet Commerce Park, located at 400 South Mount Juliet Road, Mount Juliet, Wilson County, Tennessee 37122. Mount Juliet Commerce Park is a logistics and distribution facility comprising approximately 298,000 rentable square feet, constructed in 2021. Mount Juliet Commerce Park is encumbered by a first-priority mortgage lien securing Loan 3-B, held by Sycamore Life Insurance Company.

Each Tennessee Target Entity is referred to herein by name or collectively as the "Tennessee Target Entities." The real properties described above are referred to individually by name and collectively as the "Tennessee Properties."

3. Documents Examined

In connection with rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, records, and certificates:

(a) The Purchase and Sale Agreement dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P., as Seller, and Fairwater Real Estate Investment Trust, as Buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (as so amended, the "PSA");

(b) The Assignment and Assumption of Membership Interests for GMP Murfreesboro LLC, dated June 6, 2024, by and between Seller and Buyer;

(c) The Assignment and Assumption of Membership Interests for GMP Cool Springs LLC, dated June 6, 2024, by and between Seller and Buyer;

(d) The Assignment and Assumption of Membership Interests for GMP Mount Juliet LLC, dated June 6, 2024, by and between Seller and Buyer (the documents described in clauses (b), (c), and (d) are collectively referred to herein as the "Assignments");

(e) The Certificate of Formation of GMP Murfreesboro LLC filed with the Secretary of State of the State of Delaware on March 14, 2019;

(f) The Certificate of Formation of GMP Cool Springs LLC filed with the Secretary of State of the State of Delaware on June 22, 2019;

(g) The Certificate of Formation of GMP Mount Juliet LLC filed with the Secretary of State of the State of Delaware on September 8, 2020;

(h) The Application for Certificate of Authority (Foreign Limited Liability Company) filed by GMP Murfreesboro LLC with the Secretary of State of the State of Tennessee on April 2, 2019;

(i) The Application for Certificate of Authority (Foreign Limited Liability Company) filed by GMP Cool Springs LLC with the Secretary of State of the State of Tennessee on August 15, 2019;

(j) The Application for Certificate of Authority (Foreign Limited Liability Company) filed by GMP Mount Juliet LLC with the Secretary of State of the State of Tennessee on November 3, 2020;

(k) Certificates of Good Standing (or Certificates of Existence) for each of the Tennessee Target Entities issued by the Secretary of State of the State of Tennessee, each dated within ten (10) business days of the Closing Date;

(l) The Operating Agreement of GMP Murfreesboro LLC, dated as of March 14, 2019, as amended;

(m) The Operating Agreement of GMP Cool Springs LLC, dated as of June 22, 2019, as amended;

(n) The Operating Agreement of GMP Mount Juliet LLC, dated as of September 8, 2020, as amended;

(o) The Amended and Restated Operating Agreement of GMP Murfreesboro LLC, dated as of June 6, 2024, reflecting Fairwater REIT as sole member;

(p) The Amended and Restated Operating Agreement of GMP Cool Springs LLC, dated as of June 6, 2024, reflecting Fairwater REIT as sole member;

(q) The Amended and Restated Operating Agreement of GMP Mount Juliet LLC, dated as of June 6, 2024, reflecting Fairwater REIT as sole member;

(r) The Secretary's Certificate of Greystone Meridian Capital LLC, as general partner of Greystone Meridian Partners Fund III, L.P., dated June 6, 2024, with attached resolutions of the board of managers authorizing the transaction, incumbency certificates, and organizational documents;

(s) The Secretary's Certificate of Fairwater Real Estate Investment Trust, dated June 6, 2024, with attached resolutions of the Board of Trustees of Fairwater REIT authorizing the acquisition and related transactions;

(t) The Seller's Closing Certificate, dated June 6, 2024, executed by GMP Fund III;

(u) The Buyer's Closing Certificate, dated June 6, 2024, executed by Fairwater REIT;

(v) The Title Commitment for Murfreesboro Distribution Center, Commitment No. CNT-2024-TN-001, issued by Commonwealth National Title Insurance Company, together with the pro forma ALTA Owner's Policy of Title Insurance (2021 form) for the Murfreesboro Distribution Center;

(w) The Title Commitment for Cool Springs Office Park, Commitment No. CNT-2024-TN-002, issued by Commonwealth National Title Insurance Company, together with the pro forma ALTA Owner's Policy of Title Insurance (2021 form) for Cool Springs Office Park;

(x) The Title Commitment for Mount Juliet Commerce Park, Commitment No. CNT-2024-TN-003, issued by Commonwealth National Title Insurance Company, together with the pro forma ALTA Owner's Policy of Title Insurance (2021 form) for Mount Juliet Commerce Park;

(y) The ALTA/NSPS Land Title Survey for Murfreesboro Distribution Center, dated April 22, 2024, prepared by Meridian Land Surveying, Inc., Project No. MLS-2024-1147;

(z) The ALTA/NSPS Land Title Survey for Cool Springs Office Park, dated April 18, 2024, prepared by Meridian Land Surveying, Inc., Project No. MLS-2024-1148;

(aa) The ALTA/NSPS Land Title Survey for Mount Juliet Commerce Park, dated April 25, 2024, prepared by Meridian Land Surveying, Inc., Project No. MLS-2024-1149;

(bb) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., dated June 6, 2024, with respect to Loan 1-H (Murfreesboro Distribution Center);

(cc) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Veltrano Capital Lending Corp., dated June 6, 2024, with respect to Loan 2-C (Cool Springs Office Park);

(dd) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Sycamore Life Insurance Company, dated June 6, 2024, with respect to Loan 3-B (Mount Juliet Commerce Park);

(ee) The Assumption Agreement between GMP Murfreesboro LLC, Fairwater Real Estate Investment Trust, and Pinnacle Federal Bank, N.A., dated June 6, 2024, with respect to Loan 1-H;

(ff) The Assumption Agreement between GMP Cool Springs LLC, Fairwater Real Estate Investment Trust, and Veltrano Capital Lending Corp., dated June 6, 2024, with respect to Loan 2-C;

(gg) The Assumption Agreement between GMP Mount Juliet LLC, Fairwater Real Estate Investment Trust, and Sycamore Life Insurance Company, dated June 6, 2024, with respect to Loan 3-B;

(hh) The Lender Consent of Pinnacle Federal Bank, N.A., dated June 4, 2024, consenting to the transfer of 100% of the membership interests in GMP Murfreesboro LLC to Fairwater REIT and the replacement of the guarantor thereunder;

(ii) The Lender Consent of Veltrano Capital Lending Corp., dated May 17, 2024, consenting to the transfer of 100% of the membership interests in GMP Cool Springs LLC to Fairwater REIT and the replacement of the guarantor thereunder;

(jj) The Lender Consent of Sycamore Life Insurance Company, dated May 22, 2024, consenting to the transfer of 100% of the membership interests in GMP Mount Juliet LLC to Fairwater REIT and the replacement of the guarantor thereunder;

(kk) Transfer tax declarations and returns prepared and filed (or to be filed) in connection with the transfer of controlling interests in each Tennessee Target Entity, in each case for filing with the appropriate Tennessee county register of deeds;

(ll) The Zoning Confirmation Letter for Murfreesboro Distribution Center, issued by the City of Murfreesboro Department of Planning and Zoning, dated March 29, 2024;

(mm) The Zoning Confirmation Letter for Cool Springs Office Park, issued by the City of Brentwood Department of Codes and Planning, dated April 3, 2024;

(nn) The Zoning Confirmation Letter for Mount Juliet Commerce Park, issued by the City of Mount Juliet Planning and Zoning Department, dated April 1, 2024; and

(oo) Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with original documents of all documents submitted to us as facsimile, electronic, or photostatic copies, and the authenticity of the originals of such copies. We have relied upon certificates of public officials and officers of the parties to the transaction as to certain factual matters without independent verification thereof.

4. Assumptions

In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification, and we express no opinion with respect to any of the following matters:

(a) All signatures on the documents examined by us are genuine, and all natural persons executing any such documents had, at the time of execution, the legal capacity to do so.

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

(c) Each party to the transaction documents, other than the Tennessee Target Entities (with respect to which we render certain limited opinions herein), has been duly organized or formed, is validly existing, and is 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.

(d) The PSA and each ancillary transaction document constitutes the legal, valid, and binding obligation of each party thereto, other than the Tennessee Target Entities (to the extent addressed herein), enforceable against each such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and general principles of equity. We express no opinion on the law of any jurisdiction other than the State of Tennessee with respect to enforceability or any other matter.

(e) The factual representations and warranties made by each party in the PSA and in the other transaction documents examined by us are true and correct in all material respects as of the date hereof and as of the date as of which such representations and warranties were made.

(f) There has been no mutual mistake of fact, misrepresentation, duress, undue influence, or fraud in connection with the negotiation, execution, or delivery of any of the transaction documents or the consummation of the transactions contemplated thereby.

(g) The laws of the State of Delaware govern the internal affairs of each Tennessee Target Entity, including all matters relating to formation, organizational authority, and governance of the rights and obligations of the members and managers of each Tennessee Target Entity, and we express no opinion on any such matters of Delaware law.

(h) The consideration recited in the transaction documents is adequate and has been or will be duly paid or delivered in accordance with the terms thereof.

(i) The parties to the transaction have acted in good faith and have dealt with each other at arm's length in connection with the transactions contemplated by the PSA and the ancillary transaction documents.

5. Qualifications and Limitations

The opinions set forth herein are subject to the following qualifications, limitations, and exceptions:

(a) Governing Law. This opinion is limited solely to the laws of the State of Tennessee as currently in effect on the date hereof, and we express no opinion with respect to the laws of any other jurisdiction, including, without limitation: (i) the laws of the State of Delaware, which govern the formation, internal affairs, and organizational governance of each Tennessee Target Entity; (ii) the laws of the State of New York, which govern the PSA pursuant to Section 14.8 thereof; (iii) the laws of the State of Maryland, which govern the formation and organizational authority of Fairwater Real Estate Investment Trust; (iv) federal law, including, without limitation, federal securities laws, federal tax laws, federal environmental laws, and federal bankruptcy law; or (v) the laws of any other state, territory, or foreign jurisdiction.

(b) Bankruptcy and Creditors' Rights. The opinions expressed herein are subject to and qualified by the effect of (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preference, and other similar laws affecting the rights of creditors generally, now or hereafter in effect; 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 the enforceability of any particular provision is considered in a proceeding at law or in equity.

(c) Equitable Principles. The opinions expressed herein are subject to the effect of judicial discretion and the application of principles of equity, including the potential unenforceability of certain remedial provisions, penalty provisions, indemnification provisions, and waiver provisions contained in the transaction documents.

(d) Tax Matters. We express no opinion with respect to any federal, state, or local tax matters other than the Tennessee controlling-interest transfer tax as specifically addressed in Section 6.5 of this opinion. Without limiting the generality of the foregoing, we express no opinion with respect to Tennessee franchise and excise taxes, income taxes, sales and use taxes, or any other tax imposed by the State of Tennessee or any political subdivision thereof, other than the transfer tax matters specifically addressed herein.

(e) No Obligation to Update. This opinion is delivered as of the date hereof, and we assume no obligation to update, supplement, revise, or reaffirm this opinion for any changes in applicable law, regulations, or judicial interpretations thereof, or for any changes in fact or circumstances, occurring or coming to our attention after the date hereof, regardless of whether any such change may affect the opinions expressed herein.

(f) Reliance Limitation. This opinion is rendered solely for the benefit of the addressees hereof and their respective successors and assigns, as more particularly described in Section 7 below, and may not be relied upon, quoted, cited, or furnished to any other person or entity without our prior written consent in each instance.

(g) Knowledge Qualification. When used in this opinion, the phrase "to our knowledge" or "known to us" means the actual, conscious knowledge of the attorneys at this firm who have been directly involved in the representation of Buyer in connection with the transactions described herein, without independent investigation beyond the review of the documents described in Section 3 and such inquiries of the Tennessee Target Entities and the parties to the transaction as we have deemed appropriate. We have not undertaken any independent investigation of court dockets, public records (other than as specifically described herein), or other sources of information beyond those described in Section 3, and no inference should be drawn from our representation of Buyer or the Tennessee Target Entities regarding any other matter.

6. Opinions

Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:

6.1 Foreign Qualification and Good Standing

(a) Each of the Tennessee Target Entities — namely, GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC — is duly qualified as a foreign limited liability company and is authorized to transact business in the State of Tennessee. Each Tennessee Target Entity has obtained and maintains in effect a Certificate of Authority issued by the Tennessee Secretary of State, and such Certificate of Authority has not been revoked, suspended, or otherwise terminated as of the date hereof.

(b) Based upon Certificates of Existence (Good Standing) obtained from the Tennessee Secretary of State dated within ten (10) business days of the Closing Date, each Tennessee Target Entity is in good standing with the Tennessee Secretary of State. We note that such certificates are limited to the records of the Tennessee Secretary of State and do not reflect the status of the Tennessee Target Entities with respect to the Tennessee Department of Revenue or any other state or local governmental authority.

(c) Each Tennessee Target Entity has the requisite authority under Tennessee law to own, hold, lease, and operate real property located in the State of Tennessee, including the respective Tennessee Property owned by such Tennessee Target Entity as described in Section 2 of this opinion.

6.2 Due Authorization of the Transaction

(a) Based upon our review of the organizational documents of each Tennessee Target Entity (including the Operating Agreements thereof), the resolutions of the board of managers of Greystone Meridian Capital LLC (in its capacity as general partner of GMP Fund III and, indirectly, as the sole member or controlling person of each Tennessee Target Entity), and the Secretary's Certificate of Seller dated June 6, 2024, the execution and delivery of each Assignment and Assumption of Membership Interests and the consummation of the transactions contemplated thereby have been duly authorized by all necessary organizational action on the part of the Seller with respect to each Tennessee Target Entity. The persons who executed the Assignments on behalf of GMP Fund III have been duly authorized to do so.

(b) No further approval, consent, authorization, or action by, or notice to or filing with, any Tennessee state or local governmental authority, agency, or instrumentality is required for the valid transfer of the membership interests in each Tennessee Target Entity from Seller to Buyer, other than (i) filings that have been made in connection with the closing, including transfer tax declarations and returns filed with the applicable Tennessee county registers of deeds, and (ii) post-closing filings that are contemplated to be made in the ordinary course, including updates to the foreign qualification certificates of each Tennessee Target Entity with the Tennessee Secretary of State to reflect the change in membership.

6.3 Enforceability. (a) Each Assignment and Assumption of Membership Interests with respect to each Tennessee Target Entity, to the extent governed by or construed under the laws of the State of Tennessee, constitutes the legal, valid, and binding obligation of each party thereto, enforceable against such party in accordance with its terms, subject in each case to the qualifications and limitations set forth in Section 5 of this opinion, including, without limitation, applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and general principles of equity.

(b) The Amended and Restated Operating Agreement of each Tennessee Target Entity, dated as of June 6, 2024, to the extent governed by or construed under the laws of the State of Tennessee, constitutes the legal, valid, and binding obligation of each party thereto, enforceable against such party in accordance with its terms, subject in each case to the qualifications and limitations set forth in Section 5 of this opinion. We note that the internal affairs of each Tennessee Target Entity, including the rights and obligations of the members and managers thereof, are governed by Delaware law, and we express no opinion with respect to any matter of Delaware law, including the Delaware Limited Liability Company Act.

6.4 No Conflicts Under Tennessee Law

The execution, delivery, and performance of the PSA and the other transaction documents by the Tennessee Target Entities, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate any provision of Tennessee statutory or regulatory law applicable to the Tennessee Target Entities or the Tennessee Properties that is currently in effect as of the date hereof;

(b) result in a violation of any order, judgment, injunction, writ, decree, or ruling of any Tennessee state court or any Tennessee state governmental authority known to us and applicable to the Tennessee Target Entities or the Tennessee Properties; or

(c) to our knowledge, result in the creation or imposition of any lien, encumbrance, charge, security interest, or other adverse claim on any of the Tennessee Properties or the membership interests in any Tennessee Target Entity under Tennessee law, other than (i) liens and encumbrances expressly permitted under the PSA or the applicable loan documents, (ii) liens for ad valorem real property taxes and assessments not yet due and payable, and (iii) other matters reflected in the title commitments issued by Commonwealth National Title Insurance Company and approved or accepted by Buyer pursuant to the terms of the PSA.

We note that this opinion does not address compliance with federal law, Delaware law, or the law of any jurisdiction other than Tennessee, and we express no opinion regarding compliance with any environmental laws (whether federal, state, or local), securities laws, ERISA, tax laws (other than as specifically addressed in Section 6.5), anti-money laundering laws, or the USA PATRIOT Act.

6.5 Transfer Tax Compliance

(a) The State of Tennessee imposes a tax on transfers of controlling interests in entities owning real property located in Tennessee (the "Controlling-Interest Transfer Tax"), as set forth in Tennessee Code Annotated § 67-4-409(b). A "controlling interest" in a limited liability company is defined as more than fifty percent (50%) of the total membership interests in such company. The transfer of 100% of the membership interests in each Tennessee Target Entity from Seller to Buyer constitutes a transfer of a controlling interest in an entity owning real property in Tennessee and is subject to the Controlling-Interest Transfer Tax.

(b) The Controlling-Interest Transfer Tax is imposed at the rate of $0.37 per $100 of consideration or value attributable to the real property located in Tennessee. Based upon the allocation of the aggregate portfolio purchase price to the three Tennessee Properties as set forth in the PSA and the closing documents, the estimated Tennessee Controlling-Interest Transfer Tax with respect to the three Tennessee Properties is approximately Seven Hundred Forty Thousand Dollars ($740,000) in the aggregate. This amount forms part of the total estimated portfolio transfer tax liability of approximately Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) across all fourteen properties in the portfolio.

(c) Transfer tax declarations and returns (Tennessee Department of Revenue Form RV-F1400101) have been properly prepared with respect to each Tennessee Target Entity and will be timely filed with the appropriate Tennessee county register of deeds in Rutherford County (with respect to GMP Murfreesboro LLC), Williamson County (with respect to GMP Cool Springs LLC), and Wilson County (with respect to GMP Mount Juliet LLC) in connection with the closing. Such filings are being made in the manner and within the time periods prescribed by Tennessee law.

(d) Responsibility for the Tennessee Controlling-Interest Transfer Tax is allocated equally between Buyer and Seller on a fifty percent / fifty percent (50/50) basis pursuant to Section 10.4(c) of the PSA.

6.6 Real Property Matters

(a) Based upon our review of the title commitments, pro forma ALTA Owner's Policies of Title Insurance (2021 form), ALTA/NSPS land title surveys, and zoning confirmation letters obtained for each Tennessee Property, we are of the opinion that:

(i) The Murfreesboro Distribution Center (1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127) is situated in a zoning district that permits its current use as a logistics and distribution facility. A zoning confirmation letter dated March 29, 2024, has been obtained from the City of Murfreesboro Department of Planning and Zoning confirming that the current use of the property is a permitted use within the applicable zoning classification.

(ii) Cool Springs Office Park (5000 Virginia Way, Brentwood, Tennessee 37027) is situated in a zoning district that permits its current use as a multi-tenant office property. A zoning confirmation letter dated April 3, 2024, has been obtained from the City of Brentwood Department of Codes and Planning confirming that the current use of the property is a permitted use within the applicable zoning classification.

(iii) Mount Juliet Commerce Park (400 South Mount Juliet Road, Mount Juliet, Tennessee 37122) is situated in a zoning district that permits its current use as a logistics and distribution facility. A zoning confirmation letter dated April 1, 2024, has been obtained from the City of Mount Juliet Planning and Zoning Department confirming that the current use of the property is a permitted use within the applicable zoning classification.

(b) Zoning confirmation letters have been obtained for all three (3) Tennessee Properties as described above. We note that our opinion with respect to zoning matters is based solely upon the zoning confirmation letters referenced herein and the surveys described in Section 3, and we have not independently investigated or verified the accuracy of such letters or surveys or the current zoning classification of any Tennessee Property.

(c) Based upon our review and such inquiries as we have deemed appropriate, we are not aware of any pending condemnation or eminent domain proceeding affecting any Tennessee Property, and we have received no notice that any such proceeding is threatened or contemplated by any governmental authority with respect to any Tennessee Property.

(d) Tennessee law does not require the recording of transfers of membership interests in limited liability companies (as the transactions contemplated hereby are entity-level transfers of membership interests rather than conveyances of real property by deed). However, to the extent any transfer tax filings, declarations, or returns are required to be recorded or filed in connection with the Controlling-Interest Transfer Tax described in Section 6.5, such filings have been or will be timely prepared and submitted to the appropriate Tennessee county register of deeds.

6.7 No Litigation

Based upon our review of the documents described in Section 3 and such inquiries of the Tennessee Target Entities, Seller, and Buyer as we have deemed appropriate, and subject to the knowledge qualification set forth in Section 5(g), we are not aware of any pending or, to our knowledge, threatened litigation, action, suit, proceeding, arbitration, investigation, or governmental inquiry in the State of Tennessee that would materially and adversely affect:

(a) any Tennessee Target Entity or its ownership, operation, or use of its respective Tennessee Property;

(b) any Tennessee Property, including the title thereto, the value thereof, or the current or contemplated use thereof; or

(c) the ability of any party to the transaction documents to consummate the transactions contemplated by the PSA with respect to the Tennessee Target Entities and the Tennessee Properties.

We note that, for the avoidance of doubt, this opinion is limited to matters within the State of Tennessee, and we express no opinion regarding any litigation, proceeding, or investigation pending or threatened in any other jurisdiction that may affect the Tennessee Target Entities, the Tennessee Properties, or the transactions contemplated by the PSA.

7. Reliance and Benefit

This opinion is furnished to the addressees hereof solely in connection with, and as of, the closing of the transactions described herein on June 6, 2024. This opinion may be relied upon by the following parties, and by their respective successors and assigns, solely in connection with the transactions contemplated by the PSA:

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

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

(c) Commonwealth National Title Insurance Company, in its capacity as title insurer and escrow agent in connection with the Tennessee Properties;

(d) Pinnacle Federal Bank, N.A., in its capacity as lender with respect to Loan 1-H secured by the Murfreesboro Distribution Center;

(e) Veltrano Capital Lending Corp., in its capacity as lender with respect to Loan 2-C secured by Cool Springs Office Park;

(f) Sycamore Life Insurance Company, in its capacity as lender with respect to Loan 3-B secured by Mount Juliet Commerce Park; and

(g) the respective successors and assigns of the foregoing.

This opinion may not be relied upon by, quoted to, cited by, or furnished to any other person or entity, or used for any other purpose, without the prior written consent of Ellsworth Ridley LLP in each instance. Notwithstanding the foregoing, this opinion may be disclosed as required by applicable law, regulation, or court order, provided that the disclosing party provides us with prompt written notice of any such required disclosure (to the extent not prohibited by applicable law).

[Remainder of page intentionally left blank. Signature page follows.]

We appreciate the opportunity to serve as Tennessee local counsel in connection with this transaction. Should you have any questions regarding this opinion or the matters addressed herein, please do not hesitate to contact the undersigned.

Very truly yours,

ELLSWORTH RIDLEY LLP

By: ________

Name: Diane Ellsworth

Title: Partner

Date: June 6, 2024

Enclosures: None. All documents referenced herein are on file with Calderwood & Harkness LLP and are included in the closing binder maintained by Calderwood & Harkness LLP in connection with the transaction.

cc: All addressees listed on page 1 (via email)

ELLSWORTH RIDLEY LLP Attorneys at Law
424 Church Street, Suite 1500 Nashville, Tennessee 37219 Telephone: (615) 244-7800 Facsimile: (615) 244-7801 www.ellsworthridley.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
With copies to:
Calderwood & Harkness LLP 450 Park Avenue, 28th Floor New York, New York 10022
Attention: Douglas Fairchild, Esq.
Calderwood & Harkness LLP 1700 K Street NW, Suite 900 Washington, DC 20006
Attention: Grace Nakamura, 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. (as lender with respect to Loan 1-H, securing the Murfreesboro Distribution Center) 600 Travis Street, Suite 4400 Houston, Texas 77002
Attention: Bradley Carston, Senior Vice President
Sycamore Life Insurance Company (as lender with respect to Loan 3-B, securing the Mount Juliet Commerce Park) 100 Constitution Plaza Hartford, Connecticut 06103
Attention: Graham Hilliard, Vice President, Mortgage Investments
Veltrano Capital Lending Corp. (as lender with respect to Loan 2-C, securing the Cool Springs Office Park) 200 South Biscayne Boulevard, Suite 3100 Miami, Florida 33131
Attention: Denise Alvarado, Managing Director
Re: Opinion of Local Counsel — State of Tennessee
Acquisition by Fairwater Real Estate Investment Trust of 100% of the Membership Interests in GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC (collectively, the "Tennessee Target Entities") from Greystone Meridian Partners Fund III, L.P., pursuant to the Purchase and Sale Agreement dated February 28, 2024 (as amended by the First Amendment dated April 12, 2024, and the Second Amendment dated May 28, 2024) (as so amended, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P. ("Seller") and Fairwater Real Estate Investment Trust ("Buyer")
Aggregate Portfolio Purchase Price: $1,100,000,000 (Fourteen-Property Portfolio); this opinion addresses only the three Tennessee properties as described herein
Ladies and Gentlemen:
1. Introduction and Engagement
We have acted as Tennessee local counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), in connection with Buyer's acquisition of 100% of the membership interests in GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC (each a "Tennessee Target Entity" and collectively, the "Tennessee Target Entities") from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"). Our engagement has been coordinated through Calderwood & Harkness LLP, counsel to Buyer, pursuant to the local counsel coordination arrangements established by that firm in connection with the multi-property, multi-state portfolio transaction contemplated by the PSA.
The partner responsible for this engagement and this opinion is Diane Ellsworth. This opinion is being delivered on the date hereof, which is the closing date of the transaction (the "Closing Date"), pursuant to Section 8.2(h) of the PSA and as a condition to the consummation of the closing of the transactions contemplated thereby with respect to the Tennessee Target Entities and the Tennessee properties described herein. This opinion is also delivered to satisfy certain requirements of the lenders identified above with respect to their respective loan facilities secured by the Tennessee properties and in connection with the lender consent and loan assumption arrangements effected as part of the closing.
We note that this opinion is limited in scope to the matters of Tennessee law expressly addressed herein. The PSA contemplates a portfolio acquisition encompassing fourteen properties located across multiple states, with an aggregate purchase price of One Billion One Hundred Million Dollars ($1,100,000,000). This opinion addresses only those aspects of the transaction that pertain to the three Tennessee properties and the three Tennessee Target Entities described below. We understand that separate local counsel opinions are being delivered by other firms with respect to properties located in jurisdictions outside the State of Tennessee.
2. Identification of Tennessee Target Entities and Properties
The Tennessee Target Entities and their respective properties are identified as follows:
(a) GMP Murfreesboro LLC. GMP Murfreesboro LLC is a Delaware limited liability company that is qualified to do business in the State of Tennessee as a foreign limited liability company. Its federal employer identification number is 84-2527856. GMP Murfreesboro LLC is the owner of that certain real property known as the Murfreesboro Distribution Center, located at 1600 Joe B. Jackson Parkway, Murfreesboro, Rutherford County, Tennessee 37127. The Murfreesboro Distribution Center is a logistics and distribution facility comprising approximately 502,000 rentable square feet, constructed in 2020. The Murfreesboro Distribution Center is encumbered by a first-priority mortgage lien securing Loan 1-H, held by Pinnacle Federal Bank, N.A.
(b) GMP Cool Springs LLC. GMP Cool Springs LLC is a Delaware limited liability company that is qualified to do business in the State of Tennessee as a foreign limited liability company. Its federal employer identification number is 84-2639925. GMP Cool Springs LLC is the owner of that certain real property known as Cool Springs Office Park, located at 5000 Virginia Way, Brentwood, Williamson County, Tennessee 37027. Cool Springs Office Park is a multi-tenant office property comprising approximately 196,000 rentable square feet, constructed in 2016. Cool Springs Office Park is encumbered by a first-priority mortgage lien securing Loan 2-C, held by Veltrano Capital Lending Corp.
(c) GMP Mount Juliet LLC. GMP Mount Juliet LLC is a Delaware limited liability company that is qualified to do business in the State of Tennessee as a foreign limited liability company. Its federal employer identification number is 84-2741070. GMP Mount Juliet LLC is the owner of that certain real property known as Mount Juliet Commerce Park, located at 400 South Mount Juliet Road, Mount Juliet, Wilson County, Tennessee 37122. Mount Juliet Commerce Park is a logistics and distribution facility comprising approximately 298,000 rentable square feet, constructed in 2021. Mount Juliet Commerce Park is encumbered by a first-priority mortgage lien securing Loan 3-B, held by Sycamore Life Insurance Company.
Each Tennessee Target Entity is referred to herein by name or collectively as the "Tennessee Target Entities." The real properties described above are referred to individually by name and collectively as the "Tennessee Properties."
3. Documents Examined
In connection with rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents, instruments, records, and certificates:
(a) The Purchase and Sale Agreement dated February 28, 2024, by and between Greystone Meridian Partners Fund III, L.P., as Seller, and Fairwater Real Estate Investment Trust, as Buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024 (as so amended, the "PSA");
(b) The Assignment and Assumption of Membership Interests for GMP Murfreesboro LLC, dated June 6, 2024, by and between Seller and Buyer;
(c) The Assignment and Assumption of Membership Interests for GMP Cool Springs LLC, dated June 6, 2024, by and between Seller and Buyer;
(d) The Assignment and Assumption of Membership Interests for GMP Mount Juliet LLC, dated June 6, 2024, by and between Seller and Buyer (the documents described in clauses (b), (c), and (d) are collectively referred to herein as the "Assignments");
(e) The Certificate of Formation of GMP Murfreesboro LLC filed with the Secretary of State of the State of Delaware on March 14, 2019;
(f) The Certificate of Formation of GMP Cool Springs LLC filed with the Secretary of State of the State of Delaware on June 22, 2019;
(g) The Certificate of Formation of GMP Mount Juliet LLC filed with the Secretary of State of the State of Delaware on September 8, 2020;
(h) The Application for Certificate of Authority (Foreign Limited Liability Company) filed by GMP Murfreesboro LLC with the Secretary of State of the State of Tennessee on April 2, 2019;
(i) The Application for Certificate of Authority (Foreign Limited Liability Company) filed by GMP Cool Springs LLC with the Secretary of State of the State of Tennessee on August 15, 2019;
(j) The Application for Certificate of Authority (Foreign Limited Liability Company) filed by GMP Mount Juliet LLC with the Secretary of State of the State of Tennessee on November 3, 2020;
(k) Certificates of Good Standing (or Certificates of Existence) for each of the Tennessee Target Entities issued by the Secretary of State of the State of Tennessee, each dated within ten (10) business days of the Closing Date;
(l) The Operating Agreement of GMP Murfreesboro LLC, dated as of March 14, 2019, as amended;
(m) The Operating Agreement of GMP Cool Springs LLC, dated as of June 22, 2019, as amended;
(n) The Operating Agreement of GMP Mount Juliet LLC, dated as of September 8, 2020, as amended;
(o) The Amended and Restated Operating Agreement of GMP Murfreesboro LLC, dated as of June 6, 2024, reflecting Fairwater REIT as sole member;
(p) The Amended and Restated Operating Agreement of GMP Cool Springs LLC, dated as of June 6, 2024, reflecting Fairwater REIT as sole member;
(q) The Amended and Restated Operating Agreement of GMP Mount Juliet LLC, dated as of June 6, 2024, reflecting Fairwater REIT as sole member;
(r) The Secretary's Certificate of Greystone Meridian Capital LLC, as general partner of Greystone Meridian Partners Fund III, L.P., dated June 6, 2024, with attached resolutions of the board of managers authorizing the transaction, incumbency certificates, and organizational documents;
(s) The Secretary's Certificate of Fairwater Real Estate Investment Trust, dated June 6, 2024, with attached resolutions of the Board of Trustees of Fairwater REIT authorizing the acquisition and related transactions;
(t) The Seller's Closing Certificate, dated June 6, 2024, executed by GMP Fund III;
(u) The Buyer's Closing Certificate, dated June 6, 2024, executed by Fairwater REIT;
(v) The Title Commitment for Murfreesboro Distribution Center, Commitment No. CNT-2024-TN-001, issued by Commonwealth National Title Insurance Company, together with the pro forma ALTA Owner's Policy of Title Insurance (2021 form) for the Murfreesboro Distribution Center;
(w) The Title Commitment for Cool Springs Office Park, Commitment No. CNT-2024-TN-002, issued by Commonwealth National Title Insurance Company, together with the pro forma ALTA Owner's Policy of Title Insurance (2021 form) for Cool Springs Office Park;
(x) The Title Commitment for Mount Juliet Commerce Park, Commitment No. CNT-2024-TN-003, issued by Commonwealth National Title Insurance Company, together with the pro forma ALTA Owner's Policy of Title Insurance (2021 form) for Mount Juliet Commerce Park;
(y) The ALTA/NSPS Land Title Survey for Murfreesboro Distribution Center, dated April 22, 2024, prepared by Meridian Land Surveying, Inc., Project No. MLS-2024-1147;
(z) The ALTA/NSPS Land Title Survey for Cool Springs Office Park, dated April 18, 2024, prepared by Meridian Land Surveying, Inc., Project No. MLS-2024-1148;
(aa) The ALTA/NSPS Land Title Survey for Mount Juliet Commerce Park, dated April 25, 2024, prepared by Meridian Land Surveying, Inc., Project No. MLS-2024-1149;
(bb) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., dated June 6, 2024, with respect to Loan 1-H (Murfreesboro Distribution Center);
(cc) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Veltrano Capital Lending Corp., dated June 6, 2024, with respect to Loan 2-C (Cool Springs Office Park);
(dd) The Replacement Guaranty executed by Fairwater Real Estate Investment Trust in favor of Sycamore Life Insurance Company, dated June 6, 2024, with respect to Loan 3-B (Mount Juliet Commerce Park);
(ee) The Assumption Agreement between GMP Murfreesboro LLC, Fairwater Real Estate Investment Trust, and Pinnacle Federal Bank, N.A., dated June 6, 2024, with respect to Loan 1-H;
(ff) The Assumption Agreement between GMP Cool Springs LLC, Fairwater Real Estate Investment Trust, and Veltrano Capital Lending Corp., dated June 6, 2024, with respect to Loan 2-C;
(gg) The Assumption Agreement between GMP Mount Juliet LLC, Fairwater Real Estate Investment Trust, and Sycamore Life Insurance Company, dated June 6, 2024, with respect to Loan 3-B;
(hh) The Lender Consent of Pinnacle Federal Bank, N.A., dated June 4, 2024, consenting to the transfer of 100% of the membership interests in GMP Murfreesboro LLC to Fairwater REIT and the replacement of the guarantor thereunder;
(ii) The Lender Consent of Veltrano Capital Lending Corp., dated May 17, 2024, consenting to the transfer of 100% of the membership interests in GMP Cool Springs LLC to Fairwater REIT and the replacement of the guarantor thereunder;
(jj) The Lender Consent of Sycamore Life Insurance Company, dated May 22, 2024, consenting to the transfer of 100% of the membership interests in GMP Mount Juliet LLC to Fairwater REIT and the replacement of the guarantor thereunder;
(kk) Transfer tax declarations and returns prepared and filed (or to be filed) in connection with the transfer of controlling interests in each Tennessee Target Entity, in each case for filing with the appropriate Tennessee county register of deeds;
(ll) The Zoning Confirmation Letter for Murfreesboro Distribution Center, issued by the City of Murfreesboro Department of Planning and Zoning, dated March 29, 2024;
(mm) The Zoning Confirmation Letter for Cool Springs Office Park, issued by the City of Brentwood Department of Codes and Planning, dated April 3, 2024;
(nn) The Zoning Confirmation Letter for Mount Juliet Commerce Park, issued by the City of Mount Juliet Planning and Zoning Department, dated April 1, 2024; and
(oo) Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with original documents of all documents submitted to us as facsimile, electronic, or photostatic copies, and the authenticity of the originals of such copies. We have relied upon certificates of public officials and officers of the parties to the transaction as to certain factual matters without independent verification thereof.
4. Assumptions
In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification, and we express no opinion with respect to any of the following matters:
(a) All signatures on the documents examined by us are genuine, and all natural persons executing any such documents had, at the time of execution, the legal capacity to do so.
(b) All documents submitted to us as originals are authentic, and all documents submitted to us as copies conform in all material respects to the originals thereof.
(c) Each party to the transaction documents, other than the Tennessee Target Entities (with respect to which we render certain limited opinions herein), has been duly organized or formed, is validly existing, and is 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.
(d) The PSA and each ancillary transaction document constitutes the legal, valid, and binding obligation of each party thereto, other than the Tennessee Target Entities (to the extent addressed herein), enforceable against each such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and general principles of equity. We express no opinion on the law of any jurisdiction other than the State of Tennessee with respect to enforceability or any other matter.
(e) The factual representations and warranties made by each party in the PSA and in the other transaction documents examined by us are true and correct in all material respects as of the date hereof and as of the date as of which such representations and warranties were made.
(f) There has been no mutual mistake of fact, misrepresentation, duress, undue influence, or fraud in connection with the negotiation, execution, or delivery of any of the transaction documents or the consummation of the transactions contemplated thereby.
(g) The laws of the State of Delaware govern the internal affairs of each Tennessee Target Entity, including all matters relating to formation, organizational authority, and governance of the rights and obligations of the members and managers of each Tennessee Target Entity, and we express no opinion on any such matters of Delaware law.
(h) The consideration recited in the transaction documents is adequate and has been or will be duly paid or delivered in accordance with the terms thereof.
(i) The parties to the transaction have acted in good faith and have dealt with each other at arm's length in connection with the transactions contemplated by the PSA and the ancillary transaction documents.
5. Qualifications and Limitations
The opinions set forth herein are subject to the following qualifications, limitations, and exceptions:
(a) Governing Law. This opinion is limited solely to the laws of the State of Tennessee as currently in effect on the date hereof, and we express no opinion with respect to the laws of any other jurisdiction, including, without limitation: (i) the laws of the State of Delaware, which govern the formation, internal affairs, and organizational governance of each Tennessee Target Entity; (ii) the laws of the State of New York, which govern the PSA pursuant to Section 14.8 thereof; (iii) the laws of the State of Maryland, which govern the formation and organizational authority of Fairwater Real Estate Investment Trust; (iv) federal law, including, without limitation, federal securities laws, federal tax laws, federal environmental laws, and federal bankruptcy law; or (v) the laws of any other state, territory, or foreign jurisdiction.
(b) Bankruptcy and Creditors' Rights. The opinions expressed herein are subject to and qualified by the effect of (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preference, and other similar laws affecting the rights of creditors generally, now or hereafter in effect; 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 the enforceability of any particular provision is considered in a proceeding at law or in equity.
(c) Equitable Principles. The opinions expressed herein are subject to the effect of judicial discretion and the application of principles of equity, including the potential unenforceability of certain remedial provisions, penalty provisions, indemnification provisions, and waiver provisions contained in the transaction documents.
(d) Tax Matters. We express no opinion with respect to any federal, state, or local tax matters other than the Tennessee controlling-interest transfer tax as specifically addressed in Section 6.5 of this opinion. Without limiting the generality of the foregoing, we express no opinion with respect to Tennessee franchise and excise taxes, income taxes, sales and use taxes, or any other tax imposed by the State of Tennessee or any political subdivision thereof, other than the transfer tax matters specifically addressed herein.
(e) No Obligation to Update. This opinion is delivered as of the date hereof, and we assume no obligation to update, supplement, revise, or reaffirm this opinion for any changes in applicable law, regulations, or judicial interpretations thereof, or for any changes in fact or circumstances, occurring or coming to our attention after the date hereof, regardless of whether any such change may affect the opinions expressed herein.
(f) Reliance Limitation. This opinion is rendered solely for the benefit of the addressees hereof and their respective successors and assigns, as more particularly described in Section 7 below, and may not be relied upon, quoted, cited, or furnished to any other person or entity without our prior written consent in each instance.
(g) Knowledge Qualification. When used in this opinion, the phrase "to our knowledge" or "known to us" means the actual, conscious knowledge of the attorneys at this firm who have been directly involved in the representation of Buyer in connection with the transactions described herein, without independent investigation beyond the review of the documents described in Section 3 and such inquiries of the Tennessee Target Entities and the parties to the transaction as we have deemed appropriate. We have not undertaken any independent investigation of court dockets, public records (other than as specifically described herein), or other sources of information beyond those described in Section 3, and no inference should be drawn from our representation of Buyer or the Tennessee Target Entities regarding any other matter.
6. Opinions
Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:
6.1 Foreign Qualification and Good Standing
(a) Each of the Tennessee Target Entities — namely, GMP Murfreesboro LLC, GMP Cool Springs LLC, and GMP Mount Juliet LLC — is duly qualified as a foreign limited liability company and is authorized to transact business in the State of Tennessee. Each Tennessee Target Entity has obtained and maintains in effect a Certificate of Authority issued by the Tennessee Secretary of State, and such Certificate of Authority has not been revoked, suspended, or otherwise terminated as of the date hereof.
(b) Based upon Certificates of Existence (Good Standing) obtained from the Tennessee Secretary of State dated within ten (10) business days of the Closing Date, each Tennessee Target Entity is in good standing with the Tennessee Secretary of State. We note that such certificates are limited to the records of the Tennessee Secretary of State and do not reflect the status of the Tennessee Target Entities with respect to the Tennessee Department of Revenue or any other state or local governmental authority.
(c) Each Tennessee Target Entity has the requisite authority under Tennessee law to own, hold, lease, and operate real property located in the State of Tennessee, including the respective Tennessee Property owned by such Tennessee Target Entity as described in Section 2 of this opinion.
6.2 Due Authorization of the Transaction
(a) Based upon our review of the organizational documents of each Tennessee Target Entity (including the Operating Agreements thereof), the resolutions of the board of managers of Greystone Meridian Capital LLC (in its capacity as general partner of GMP Fund III and, indirectly, as the sole member or controlling person of each Tennessee Target Entity), and the Secretary's Certificate of Seller dated June 6, 2024, the execution and delivery of each Assignment and Assumption of Membership Interests and the consummation of the transactions contemplated thereby have been duly authorized by all necessary organizational action on the part of the Seller with respect to each Tennessee Target Entity. The persons who executed the Assignments on behalf of GMP Fund III have been duly authorized to do so.
(b) No further approval, consent, authorization, or action by, or notice to or filing with, any Tennessee state or local governmental authority, agency, or instrumentality is required for the valid transfer of the membership interests in each Tennessee Target Entity from Seller to Buyer, other than (i) filings that have been made in connection with the closing, including transfer tax declarations and returns filed with the applicable Tennessee county registers of deeds, and (ii) post-closing filings that are contemplated to be made in the ordinary course, including updates to the foreign qualification certificates of each Tennessee Target Entity with the Tennessee Secretary of State to reflect the change in membership.
6.3 Enforceability.  (a) Each Assignment and Assumption of Membership Interests with respect to each Tennessee Target Entity, to the extent governed by or construed under the laws of the State of Tennessee, constitutes the legal, valid, and binding obligation of each party thereto, enforceable against such party in accordance with its terms, subject in each case to the qualifications and limitations set forth in Section 5 of this opinion, including, without limitation, applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and general principles of equity.
(b) The Amended and Restated Operating Agreement of each Tennessee Target Entity, dated as of June 6, 2024, to the extent governed by or construed under the laws of the State of Tennessee, constitutes the legal, valid, and binding obligation of each party thereto, enforceable against such party in accordance with its terms, subject in each case to the qualifications and limitations set forth in Section 5 of this opinion. We note that the internal affairs of each Tennessee Target Entity, including the rights and obligations of the members and managers thereof, are governed by Delaware law, and we express no opinion with respect to any matter of Delaware law, including the Delaware Limited Liability Company Act.
6.4 No Conflicts Under Tennessee Law
The execution, delivery, and performance of the PSA and the other transaction documents by the Tennessee Target Entities, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate any provision of Tennessee statutory or regulatory law applicable to the Tennessee Target Entities or the Tennessee Properties that is currently in effect as of the date hereof;
(b) result in a violation of any order, judgment, injunction, writ, decree, or ruling of any Tennessee state court or any Tennessee state governmental authority known to us and applicable to the Tennessee Target Entities or the Tennessee Properties; or
(c) to our knowledge, result in the creation or imposition of any lien, encumbrance, charge, security interest, or other adverse claim on any of the Tennessee Properties or the membership interests in any Tennessee Target Entity under Tennessee law, other than (i) liens and encumbrances expressly permitted under the PSA or the applicable loan documents, (ii) liens for ad valorem real property taxes and assessments not yet due and payable, and (iii) other matters reflected in the title commitments issued by Commonwealth National Title Insurance Company and approved or accepted by Buyer pursuant to the terms of the PSA.
We note that this opinion does not address compliance with federal law, Delaware law, or the law of any jurisdiction other than Tennessee, and we express no opinion regarding compliance with any environmental laws (whether federal, state, or local), securities laws, ERISA, tax laws (other than as specifically addressed in Section 6.5), anti-money laundering laws, or the USA PATRIOT Act.
6.5 Transfer Tax Compliance
(a) The State of Tennessee imposes a tax on transfers of controlling interests in entities owning real property located in Tennessee (the "Controlling-Interest Transfer Tax"), as set forth in Tennessee Code Annotated § 67-4-409(b). A "controlling interest" in a limited liability company is defined as more than fifty percent (50%) of the total membership interests in such company. The transfer of 100% of the membership interests in each Tennessee Target Entity from Seller to Buyer constitutes a transfer of a controlling interest in an entity owning real property in Tennessee and is subject to the Controlling-Interest Transfer Tax.
(b) The Controlling-Interest Transfer Tax is imposed at the rate of $0.37 per $100 of consideration or value attributable to the real property located in Tennessee. Based upon the allocation of the aggregate portfolio purchase price to the three Tennessee Properties as set forth in the PSA and the closing documents, the estimated Tennessee Controlling-Interest Transfer Tax with respect to the three Tennessee Properties is approximately Seven Hundred Forty Thousand Dollars ($740,000) in the aggregate. This amount forms part of the total estimated portfolio transfer tax liability of approximately Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) across all fourteen properties in the portfolio.
(c) Transfer tax declarations and returns (Tennessee Department of Revenue Form RV-F1400101) have been properly prepared with respect to each Tennessee Target Entity and will be timely filed with the appropriate Tennessee county register of deeds in Rutherford County (with respect to GMP Murfreesboro LLC), Williamson County (with respect to GMP Cool Springs LLC), and Wilson County (with respect to GMP Mount Juliet LLC) in connection with the closing. Such filings are being made in the manner and within the time periods prescribed by Tennessee law.
(d) Responsibility for the Tennessee Controlling-Interest Transfer Tax is allocated equally between Buyer and Seller on a fifty percent / fifty percent (50/50) basis pursuant to Section 10.4(c) of the PSA.
6.6 Real Property Matters
(a) Based upon our review of the title commitments, pro forma ALTA Owner's Policies of Title Insurance (2021 form), ALTA/NSPS land title surveys, and zoning confirmation letters obtained for each Tennessee Property, we are of the opinion that:
(i) The Murfreesboro Distribution Center (1600 Joe B. Jackson Parkway, Murfreesboro, Tennessee 37127) is situated in a zoning district that permits its current use as a logistics and distribution facility. A zoning confirmation letter dated March 29, 2024, has been obtained from the City of Murfreesboro Department of Planning and Zoning confirming that the current use of the property is a permitted use within the applicable zoning classification.
(ii) Cool Springs Office Park (5000 Virginia Way, Brentwood, Tennessee 37027) is situated in a zoning district that permits its current use as a multi-tenant office property. A zoning confirmation letter dated April 3, 2024, has been obtained from the City of Brentwood Department of Codes and Planning confirming that the current use of the property is a permitted use within the applicable zoning classification.
(iii) Mount Juliet Commerce Park (400 South Mount Juliet Road, Mount Juliet, Tennessee 37122) is situated in a zoning district that permits its current use as a logistics and distribution facility. A zoning confirmation letter dated April 1, 2024, has been obtained from the City of Mount Juliet Planning and Zoning Department confirming that the current use of the property is a permitted use within the applicable zoning classification.
(b) Zoning confirmation letters have been obtained for all three (3) Tennessee Properties as described above. We note that our opinion with respect to zoning matters is based solely upon the zoning confirmation letters referenced herein and the surveys described in Section 3, and we have not independently investigated or verified the accuracy of such letters or surveys or the current zoning classification of any Tennessee Property.
(c) Based upon our review and such inquiries as we have deemed appropriate, we are not aware of any pending condemnation or eminent domain proceeding affecting any Tennessee Property, and we have received no notice that any such proceeding is threatened or contemplated by any governmental authority with respect to any Tennessee Property.
(d) Tennessee law does not require the recording of transfers of membership interests in limited liability companies (as the transactions contemplated hereby are entity-level transfers of membership interests rather than conveyances of real property by deed). However, to the extent any transfer tax filings, declarations, or returns are required to be recorded or filed in connection with the Controlling-Interest Transfer Tax described in Section 6.5, such filings have been or will be timely prepared and submitted to the appropriate Tennessee county register of deeds.
6.7 No Litigation
Based upon our review of the documents described in Section 3 and such inquiries of the Tennessee Target Entities, Seller, and Buyer as we have deemed appropriate, and subject to the knowledge qualification set forth in Section 5(g), we are not aware of any pending or, to our knowledge, threatened litigation, action, suit, proceeding, arbitration, investigation, or governmental inquiry in the State of Tennessee that would materially and adversely affect:
(a) any Tennessee Target Entity or its ownership, operation, or use of its respective Tennessee Property;
(b) any Tennessee Property, including the title thereto, the value thereof, or the current or contemplated use thereof; or
(c) the ability of any party to the transaction documents to consummate the transactions contemplated by the PSA with respect to the Tennessee Target Entities and the Tennessee Properties.
We note that, for the avoidance of doubt, this opinion is limited to matters within the State of Tennessee, and we express no opinion regarding any litigation, proceeding, or investigation pending or threatened in any other jurisdiction that may affect the Tennessee Target Entities, the Tennessee Properties, or the transactions contemplated by the PSA.
7. Reliance and Benefit
This opinion is furnished to the addressees hereof solely in connection with, and as of, the closing of the transactions described herein on June 6, 2024. This opinion may be relied upon by the following parties, and by their respective successors and assigns, solely in connection with the transactions contemplated by the PSA:
(a) Fairwater Real Estate Investment Trust, in its capacity as Buyer under the PSA;
(b) Calderwood & Harkness LLP, in its capacity as counsel to Buyer;
(c) Commonwealth National Title Insurance Company, in its capacity as title insurer and escrow agent in connection with the Tennessee Properties;
(d) Pinnacle Federal Bank, N.A., in its capacity as lender with respect to Loan 1-H secured by the Murfreesboro Distribution Center;
(e) Veltrano Capital Lending Corp., in its capacity as lender with respect to Loan 2-C secured by Cool Springs Office Park;
(f) Sycamore Life Insurance Company, in its capacity as lender with respect to Loan 3-B secured by Mount Juliet Commerce Park; and
(g) the respective successors and assigns of the foregoing.
This opinion may not be relied upon by, quoted to, cited by, or furnished to any other person or entity, or used for any other purpose, without the prior written consent of Ellsworth Ridley LLP in each instance. Notwithstanding the foregoing, this opinion may be disclosed as required by applicable law, regulation, or court order, provided that the disclosing party provides us with prompt written notice of any such required disclosure (to the extent not prohibited by applicable law).
[Remainder of page intentionally left blank. Signature page follows.]
We appreciate the opportunity to serve as Tennessee local counsel in connection with this transaction. Should you have any questions regarding this opinion or the matters addressed herein, please do not hesitate to contact the undersigned.
Very truly yours,
ELLSWORTH RIDLEY LLP
ELLSWORTH RIDLEY LLP
By: ________
Name: Diane Ellsworth
Title: Partner
Date: June 6, 2024
Enclosures: None. All documents referenced herein are on file with Calderwood & Harkness LLP and are included in the closing binder maintained by Calderwood & Harkness LLP in connection with the transaction.
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