1036-00004 · Client 1036 · Local Counsel

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BRECKENRIDGE OSGOOD LLP Attorneys at Law

717 Texas Avenue, Suite 2600 Houston, Texas 77002 Telephone: (713) 552-8400 Facsimile: (713) 552-8401

June 6, 2024

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

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

Attention: David Elgin Park, General Counsel

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

Attention: Kenneth Stanhope, Senior Vice President

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

Attention: Bradley Carston, Senior Vice President

(As lender on Loans 1-C, 1-D, and 1-E secured by the three Texas Properties)

Ladies and Gentlemen:

Re: Opinion of Texas Local Counsel in Connection with the Acquisition by Fairwater Real Estate Investment Trust ("Buyer") of 100% of the Membership Interests in Each of GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC (Collectively, the "Texas Target Entities"), Pursuant to That Certain 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, the "PSA"), by and Between Greystone Meridian Partners Fund III, L.P. ("Seller") and Buyer

1. Introduction

Breckenridge Osgood LLP ("we," "us," or "our") acts as Texas local counsel to Calderwood & Harkness LLP ("C&H"), counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), in connection with the Purchase and Sale Agreement dated as of February 28, 2024 (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, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Buyer, and the transactions contemplated thereby. We were engaged by C&H under Matter Number 1036-00004 to render this opinion with respect to matters of Texas law arising in connection with the PSA and the related transaction documents.

This opinion letter is delivered pursuant to the requirements of Section 8.2(g) of the PSA, which requires delivery of customary local counsel opinions in each jurisdiction in which a Target Entity owns real property, and in connection with the closing of the transactions contemplated by the PSA occurring on the date hereof, June 6, 2024 (the "Closing Date"). This opinion is limited in all respects to the laws of the State of Texas as presently in effect and as currently interpreted by the courts of the State of Texas and federal courts applying Texas law, and we express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Delaware, the State of New York, the State of Maryland, or any federal law.

In rendering the opinions expressed herein, we have acted solely as Texas local counsel and have coordinated with C&H in connection with the scope and substance of this opinion. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA.

2. Defined Terms and Identification of Target Entities

2.1 Texas Target Entities

For purposes of this opinion, the term "Texas Target Entities" refers to the following three entities, each of which is a Delaware limited liability company qualified to transact business as a foreign limited liability company in the State of Texas and each of which owns one of the three logistics properties situated in the State of Texas that are the subject of the transactions contemplated by the PSA:

(a) GMP Westlake LLC, a Delaware limited liability company duly qualified to transact business as a foreign limited liability company in the State of Texas, Employer Identification Number 84-2415693, which is the owner of the property commonly known as Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, Texas 77082, consisting of an approximately 624,000 rentable-square-foot logistics facility constructed in 2019 (the "Westlake Property"). The Westlake Property is encumbered by a first-priority deed of trust lien and related security interests securing Pinnacle Federal Bank, N.A., Loan 1-C;

(b) GMP Katy LLC, a Delaware limited liability company duly qualified to transact business as a foreign limited liability company in the State of Texas, Employer Identification Number 84-2415710, which is the owner of the property commonly known as Katy Freeway Logistics Park, located at 22600 Katy Freeway, Katy, Texas 77449, consisting of an approximately 538,000 rentable-square-foot logistics facility constructed in 2021 (the "Katy Property"). The Katy Property is encumbered by a first-priority deed of trust lien and related security interests securing Pinnacle Federal Bank, N.A., Loan 1-D; and

(c) GMP Alliance LLC, a Delaware limited liability company duly qualified to transact business as a foreign limited liability company in the State of Texas, Employer Identification Number 84-2415728, which is the owner of the property commonly known as Alliance Commerce Center, located at 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177, consisting of an approximately 485,000 rentable-square-foot logistics facility constructed in 2020 (the "Alliance Property"). The Alliance Property is encumbered by a first-priority deed of trust lien and related security interests securing Pinnacle Federal Bank, N.A., Loan 1-E.

The Westlake Property, the Katy Property, and the Alliance Property are collectively referred to herein as the "Properties."

2.2 Key Defined Terms

As used in this opinion letter, the following terms shall have the meanings set forth below:

(a) "PSA" means that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024, together with all exhibits and schedules thereto.

(b) "Buyer" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust.

(c) "Seller" means Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, acting through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company.

(d) "Properties" means the three Texas real properties described in Section 2.1 above — the Westlake Property, the Katy Property, and the Alliance Property.

(e) "Assignment Agreements" means, collectively, (i) the Assignment and Assumption of Membership Interests for GMP Westlake LLC, dated as of June 6, 2024, (ii) the Assignment and Assumption of Membership Interests for GMP Katy LLC, dated as of June 6, 2024, and (iii) the Assignment and Assumption of Membership Interests for GMP Alliance LLC, dated as of June 6, 2024, each by and between Seller and Buyer.

(f) "Transaction Documents" means, collectively, the PSA, the Assignment Agreements, the Seller's Closing Certificate, the Replacement Guaranty in favor of Pinnacle Federal Bank, N.A., the Assumption Agreement for the Pinnacle Loans, and all ancillary documents executed and delivered by the parties in connection with the closing of the transactions contemplated by the PSA on the Closing Date.

(g) "Pinnacle Loans" means Loans 1-C, 1-D, and 1-E under the Master Loan Agreement dated as of September 15, 2020 (as amended, the "Master Loan Agreement"), by and between Pinnacle Federal Bank, N.A., as lender, and the respective Texas Target Entities, as borrowers.

(h) "Lender Consent" means that certain Consent Letter executed as of June 4, 2024, by Pinnacle Federal Bank, N.A., consenting to the change of control of the Texas Target Entities in connection with the transactions contemplated by the PSA, subject to the terms and conditions set forth therein.

3. Documents and Records Examined

In connection with the opinions expressed herein, we have examined the following documents, instruments, records, and certificates (collectively, the "Examined Documents"):

3.1 Organizational Documents

(a) The Certificate of Formation of each Texas Target Entity, as filed with the Secretary of State of the State of Delaware, including all amendments thereto;

(b) The Operating Agreement of each Texas Target Entity, as currently in effect, each reflecting Greystone Meridian Partners Fund III, L.P., as the sole member of such Texas Target Entity, including all amendments and restatements thereof;

(c) Certificates of Good Standing for each Texas Target Entity issued by the Secretary of State of the State of Delaware, each dated within ten (10) business days of the Closing Date;

(d) The Application for Registration as a Foreign Limited Liability Company and all related foreign qualification filings for each Texas Target Entity filed with the Texas Secretary of State, together with Certificates of Authority issued by the Texas Secretary of State for each Texas Target Entity;

(e) Certificates of Good Standing (Certificates of Fact — Status) issued by the Texas Comptroller of Public Accounts for each Texas Target Entity, confirming active status and good standing with respect to Texas franchise tax obligations, each dated within ten (10) business days of the Closing Date; and

(f) Certificates of Fact issued by the Texas Secretary of State for each Texas Target Entity, confirming that each such entity is qualified to transact business as a foreign limited liability company in the State of Texas and that its registration has not been forfeited or withdrawn.

3.2 Transaction Documents

(a) The PSA (execution version, dated February 28, 2024), including all exhibits and schedules thereto;

(b) The First Amendment to Purchase and Sale Agreement, dated April 12, 2024;

(d) The Assignment and Assumption of Membership Interests for GMP Westlake LLC, dated as of June 6, 2024;

(e) The Assignment and Assumption of Membership Interests for GMP Katy LLC, dated as of June 6, 2024;

(f) The Assignment and Assumption of Membership Interests for GMP Alliance LLC, dated as of June 6, 2024;

(g) The Seller's Closing Certificate, executed by Greystone Meridian Capital LLC (in its capacity as the general partner of Greystone Meridian Partners Fund III, L.P.), signed by Victor Lansdell, in his capacity as authorized signatory thereof;

(h) The Secretary's Certificate of Seller, attaching copies of resolutions of the governing body of Greystone Meridian Capital LLC authorizing the transactions contemplated by the PSA and an incumbency certificate for the officers and authorized signatories thereof; and

(i) The Buyer's Closing Certificate, executed by Fairwater Real Estate Investment Trust, signed by Marcus Devereaux, in his capacity as authorized signatory thereof.

3.3 Loan and Lender Documents

(a) The Master Loan Agreement dated as of September 15, 2020, by and between Pinnacle Federal Bank, N.A., as lender, and the applicable borrower entities, as amended by the First Amendment to Master Loan Agreement dated March 3, 2022;

(b) The individual loan supplements for Loan 1-C (Westlake Property), Loan 1-D (Katy Property), and Loan 1-E (Alliance Property), each executed in connection with the Master Loan Agreement;

(c) The Lender Consent Letter from Pinnacle Federal Bank, N.A., dated June 4, 2024, consenting to the change of control of the Texas Target Entities and setting forth the conditions to such consent;

(d) The Assumption Agreement for the Pinnacle Loans (execution version), dated as of June 6, 2024, pursuant to which Buyer assumes certain obligations in connection with the Pinnacle Loans; and

(e) The Replacement Carve-Out Guaranty executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., dated as of June 6, 2024, which includes, among other things, covenants requiring Buyer to maintain a minimum tangible net worth of not less than $500,000,000 and minimum liquid assets of not less than $50,000,000 at all times during the term of the Pinnacle Loans.

3.4 Title and Survey Documents

(a) Title commitments issued by Commonwealth National Title Insurance Company for each of the three Properties, together with all exception documents referenced therein;

(b) ALTA/NSPS Land Title Surveys (2021 Minimum Standard Detail Requirements, Table A Items) prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), dated and last revised within 90 days of the Closing Date, for each of the three Properties; and

(c) Pro forma ALTA Owner's Policies of Title Insurance (ALTA 2021 form) for each of the three Properties to be issued by Commonwealth National Title Insurance Company.

3.5 Other Documents

(a) UCC search results from the Texas Secretary of State and applicable county filing offices (Harris County for GMP Westlake LLC and GMP Katy LLC; Tarrant County for GMP Alliance LLC) for each Texas Target Entity, each dated within thirty (30) days of the Closing Date;

(b) Tax lien search results from the applicable Texas counties — Harris County (for the Westlake Property and the Katy Property) and Tarrant County (for the Alliance Property);

(c) Judgment lien search results from the applicable Texas counties and from the federal courts for the Southern District of Texas (for GMP Westlake LLC and GMP Katy LLC) and the Northern District of Texas (for GMP Alliance LLC); and

(d) Zoning confirmation letters for each of the three Properties, confirming that the current use of each such Property (logistics and distribution) is a permitted use under the applicable local zoning ordinances. We note that zoning confirmation letters were obtained for all fourteen (14) properties in the portfolio-wide acquisition, of which three (3) are the Texas Properties.

3.6 Assumptions and Reliance

In rendering the opinions set forth herein, we have relied upon, and our opinions are subject to, the following:

(a) We have relied upon the Certificates of Good Standing and Certificates of Fact obtained from the Secretary of State of the State of Delaware and the Texas Comptroller of Public Accounts for each Texas Target Entity, and we have made no independent inquiry or investigation to verify the accuracy or completeness of such certificates beyond the face of such certificates;

(b) We have relied upon the factual representations and warranties contained in the Secretary's Certificate of Seller and the Seller's Closing Certificate as to matters of fact material to the opinions expressed herein, without independent investigation or verification thereof;

(c) We have relied upon the factual representations and warranties contained in the Buyer's Closing Certificate as to matters of fact relating to Buyer, without independent investigation or verification thereof; and

(d) We have relied upon C&H's review, analysis, and approval of the PSA, the Transaction Documents, and all non-Texas law matters, including, without limitation, the enforceability of the PSA under New York law, the due organization and valid existence of Buyer under Maryland law, and the due organization and valid existence of each Texas Target Entity as a Delaware limited liability company under Delaware law.

4. Assumptions

In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, each of the following:

(a) Each natural person executing any document reviewed by us in connection with this opinion has adequate legal capacity to do so;

(b) All signatures on the documents examined by us are genuine, and all persons purporting to have signed such documents have in fact done so;

(c) All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies (whether certified, photostatic, facsimile, or electronic) conform to the authentic originals of such documents;

(d) The PSA and other Transaction Documents governed by laws other than the laws of the State of Texas are valid, binding, and enforceable under their respective governing laws. In this regard, we note that the PSA is governed by the laws of the State of New York, and we express no opinion as to the validity, binding effect, or enforceability of the PSA under New York law;

(e) Each entity that is a party to the Transaction Documents (other than the Texas Target Entities, to the extent addressed herein with respect to Texas law matters) is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party;

(f) Each party to the Transaction Documents (other than the Texas Target Entities, to the extent addressed herein with respect to Texas law matters) has duly authorized, executed, and delivered each Transaction Document to which it is a party, and such authorization, execution, and delivery have been effected in compliance with all applicable organizational documents, laws, and regulations governing such party;

(g) No fraud, duress, undue influence, mistake of fact, or misrepresentation has occurred in connection with the negotiation, execution, or delivery of any document reviewed by us in connection with this opinion;

(h) The factual representations made in the Transaction Documents and the certificates and other instruments delivered in connection with the closing are true, accurate, and complete in all material respects; and

(i) All conditions precedent to the obligations of the parties under the PSA and the other Transaction Documents have been satisfied or validly waived as of the Closing Date.

5. Opinions

Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section 6 below, we are of the opinion that:

5.1 Foreign Qualification and Good Standing

Each of the Texas Target Entities — namely, GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC — is duly qualified to transact business as a foreign limited liability company in the State of Texas and is in good standing with the Texas Secretary of State and the Texas Comptroller of Public Accounts as of the date hereof. Each Texas Target Entity has obtained a Certificate of Authority from the Texas Secretary of State to transact business in the State of Texas, and such Certificate of Authority has not been revoked, suspended, forfeited, or withdrawn. Each Texas Target Entity is in compliance with all applicable Texas franchise tax reporting and payment obligations, as confirmed by the Certificates of Fact issued by the Texas Comptroller of Public Accounts.

We note that opinions regarding the due formation, valid existence, and good standing of each Texas Target Entity as a Delaware limited liability company under the laws of the State of Delaware are outside the scope of this Texas local counsel opinion and are being separately addressed by Delaware counsel or by C&H in their capacity as primary transaction counsel.

5.2 Authority and Authorization

Based upon our review of the organizational documents of each Texas Target Entity and the Secretary's Certificate of Seller (including the resolutions and incumbency certificate attached thereto), the execution, delivery, and performance of each Assignment and Assumption of Membership Interests with respect to each Texas Target Entity, and the other Transaction Documents to which each Texas Target Entity is a party, have been duly authorized by all necessary action on the part of the Seller, acting in its capacity as the sole member of each Texas Target Entity through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company. The persons executing the Assignment Agreements and the other Transaction Documents on behalf of or with respect to each Texas Target Entity have been duly authorized to do so. No further approval, consent, or authorization of any member, manager, officer, or other person is required under the organizational documents of any Texas Target Entity in connection with the execution, delivery, and performance of the Transaction Documents.

The scope of this opinion is limited to the Texas law aspects of authorization. Opinions regarding authorization under Delaware limited liability company law, including the internal affairs of each Texas Target Entity as a Delaware limited liability company, are being separately addressed by counsel opining on Delaware law.

5.3 Enforceability. Each Assignment and Assumption of Membership Interests for the Texas Target Entities constitutes the legal, valid, and binding obligation of the parties thereto, enforceable against such parties in accordance with its respective terms, subject to the Enforceability Exceptions set forth in Section 6.1 below. The Transaction Documents to which each Texas Target Entity is a party are enforceable under the laws of the State of Texas to the extent that the laws of the State of Texas govern the enforceability of such Transaction Documents, in each case subject to the Enforceability Exceptions set forth in Section 6.1 below.

5.4 No Violations

The execution, delivery, and performance of the Transaction Documents by the parties thereto, and the consummation of the transactions contemplated thereby, including the transfer of 100% of the membership interests in each Texas Target Entity from Seller to Buyer and the resulting change of control of each Texas Target Entity, do not and will not:

(a) violate any provision of the organizational documents of any Texas Target Entity, to the extent such organizational documents or provisions thereof are governed by or subject to the laws of the State of Texas;

(b) violate any Texas statute, rule, regulation, or order of any Texas governmental authority known to us to be applicable to any of the Texas Target Entities or the Properties, including, without limitation, the Texas Business Organizations Code, the Texas Tax Code, the Texas Property Code, and applicable provisions of the Texas Business & Commerce Code; or

(c) result in any breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under, any agreement, instrument, or obligation to which any Texas Target Entity is a party or by which any Texas Target Entity or the Properties may be bound, to the extent governed by the laws of the State of Texas; provided, that the opinion expressed in this subparagraph (c) is limited to those agreements, instruments, and obligations that have been provided to us for our review as set forth in Section 3 above and does not extend to agreements, instruments, or obligations that were not submitted to us for examination.

5.5 Transfer Tax Compliance — Texas

The State of Texas does not impose a state-level real estate transfer tax, documentary stamp tax, excise tax, or controlling-interest transfer tax on the transfer of real property, the conveyance of interests in real property, or the transfer of ownership interests in entities that hold real property. Accordingly, neither the transfer of 100% of the membership interests in each of the three Texas Target Entities from Seller to Buyer pursuant to the Assignment Agreements nor any other aspect of the transactions contemplated by the PSA that relates to the Properties triggers any state transfer tax obligation in the State of Texas. No documentary stamps are required to be affixed to the Assignment Agreements or any other Transaction Documents under Texas law.

Nominal local recording fees may apply if any instruments relating to the transactions contemplated by the PSA are recorded in the applicable county real property records in Harris County or Tarrant County, Texas. Such recording fees are ministerial in nature and do not constitute a documentary stamp tax, transfer tax, or excise tax. No other state or local tax, fee, charge, or assessment is imposed by the State of Texas or any political subdivision thereof on the transfer of ownership interests in the Texas Target Entities in connection with the transactions contemplated by the PSA.

This opinion is consistent with the transfer tax analysis reflected in the PSA and in C&H's internal Transfer Tax Analysis — Five States memorandum, which estimated aggregate transfer tax liability of $0 attributable to the State of Texas. We note for completeness that the PSA's estimated total transfer taxes of approximately $3,850,000 across the five-state portfolio were allocated entirely to the States of Georgia (approximately $1,250,000), Florida (approximately $1,680,000), Tennessee (approximately $740,000), and North Carolina (approximately $180,000), with no amounts allocated to Texas.

5.6 No Consents Required Under Texas Law

No consent, approval, authorization, order, registration, qualification, designation, or filing of or with any Texas state or local governmental authority, department, commission, board, bureau, agency, or instrumentality is required for the valid execution, delivery, and performance of the Transaction Documents by the Texas Target Entities or the consummation of the transactions contemplated thereby, except for:

(a) such consents, approvals, authorizations, registrations, qualifications, and filings as have already been obtained or made as of the date hereof;

(b) filings to update the foreign qualification information of each Texas Target Entity with the Texas Secretary of State to reflect the change in ownership from Seller to Buyer (Fairwater REIT), which filings are administrative in nature and may be made on a post-closing basis within the time periods prescribed by applicable Texas law; and

(c) any consents required under the Pinnacle Loans or the related loan documents, including the Master Loan Agreement and the individual loan supplements, which consents have been duly obtained pursuant to the Lender Consent dated June 4, 2024, executed by Pinnacle Federal Bank, N.A.

5.7 Lien and Judgment Searches

Based upon our review of (a) UCC search results obtained from the Texas Secretary of State and the applicable Texas county filing offices (Harris County for GMP Westlake LLC and GMP Katy LLC; Tarrant County for GMP Alliance LLC), and (b) tax lien search results and judgment lien search results obtained from the applicable Texas counties and from the federal courts for the Southern District of Texas and the Northern District of Texas, in each case as of the dates of such searches, no UCC financing statement filings, state or federal tax liens, or judgment liens are of record against any Texas Target Entity in the State of Texas, other than:

(i) the deeds of trust, assignments of rents and leases, security agreements, and UCC financing statement filings in favor of Pinnacle Federal Bank, N.A., securing Loan 1-C (with respect to GMP Westlake LLC and the Westlake Property), Loan 1-D (with respect to GMP Katy LLC and the Katy Property), and Loan 1-E (with respect to GMP Alliance LLC and the Alliance Property), all of which are being assumed by Buyer pursuant to the Assumption Agreement executed and delivered on the Closing Date.

We express no opinion as to the priority, validity, or enforceability of any security interest, lien, or encumbrance, including those in favor of Pinnacle Federal Bank, N.A., which matters are addressed by the title commitments and policies issued by Commonwealth National Title Insurance Company and, to the extent applicable, by counsel to Pinnacle Federal Bank, N.A.

5.8 Real Property Matters

We express no opinion on the state of title to any of the Properties, including the existence, validity, or priority of any interest, lien, encumbrance, easement, covenant, condition, or restriction affecting any of the Properties. Matters of title are addressed by the title commitments and pro forma ALTA Owner's Policies of Title Insurance (ALTA 2021 form) issued by Commonwealth National Title Insurance Company for each of the three Properties.

We express no opinion on environmental matters relating to any of the Properties, including the presence or absence of hazardous substances, the compliance of any Property with applicable environmental laws, or the existence of any environmental liabilities. Environmental matters are addressed by the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC for each of the Properties. We note, for informational purposes only and without expressing any opinion thereon, that the Phase I Environmental Site Assessment for the Westlake Distribution Hub identified de minimis recognized environmental conditions that have been controlled and remediated and that no Phase II Environmental Site Assessment was required by the environmental consultant with respect to such Property.

We confirm, based upon our review of the zoning confirmation letters obtained for each of the three Properties, that each of the three Texas Properties has received a zoning confirmation letter from the applicable local governmental authority confirming that the current use of each such Property as a logistics and distribution facility is a permitted use under the applicable local zoning ordinances and regulations. The three zoning confirmation letters for the Texas Properties are among the fourteen (14) zoning confirmation letters obtained portfolio-wide in connection with the transactions contemplated by the PSA.

6. Qualifications and Limitations

6.1 Enforceability Exceptions

The opinions expressed herein regarding the enforceability of the Transaction Documents are, in each case, subject to and qualified by the following exceptions (collectively, the "Enforceability Exceptions"):

(a) the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), applicable state fraudulent transfer and fraudulent conveyance statutes, and other similar laws;

(b) the effect of general principles of equity, including, without limitation, principles of commercial reasonableness, good faith, and fair dealing, and the discretion of the court before which any proceeding therefor may be brought, regardless of whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance, injunctive relief, or other equitable remedies); and

(c) the effect of applicable provisions of the Texas Business & Commerce Code, including the Texas Uniform Commercial Code, and the Texas Business Organizations Code, including, without limitation, provisions thereof relating to the implied covenant of good faith and fair dealing, the statute of frauds, limitations on indemnification, limitations on the enforceability of certain contractual provisions (such as penalty clauses, liquidated damages provisions that constitute penalties, and waiver-of-jury-trial provisions), and other similar provisions of general applicability under Texas law.

6.2 Scope Limitations

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

(a) This opinion is limited solely to the laws of the State of Texas as in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Delaware (which governs the formation, internal affairs, and limited liability company governance of each Texas Target Entity), the State of New York (which governs the PSA), or the State of Maryland (which governs Buyer). We express no opinion as to the effect on the matters covered by this opinion of the laws of any other state or jurisdiction, or the effect of any conflict-of-laws principles.

(b) We have not independently investigated or verified any factual matter in connection with the rendering of this opinion. We have relied upon the representations, warranties, certificates, and other statements of fact contained in the Transaction Documents and the certificates and instruments described in Section 3 above, and upon the truth and accuracy of such representations, warranties, certificates, and statements. Our opinions are conditioned upon the accuracy of such factual matters.

(c) This opinion speaks only as of the date hereof. We assume no obligation to advise any person of any change in applicable law, or any change in fact or circumstance, that may come to our attention after the date hereof, even if such change may affect the opinions expressed herein. We expressly disclaim any obligation to update or supplement this opinion for any reason whatsoever after the date hereof.

(d) We express no opinion on any federal law matters, including, without limitation, matters arising under federal securities laws (including the Securities Act of 1933 and the Securities Exchange Act of 1934), federal tax laws (including the Internal Revenue Code of 1986, as amended), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), federal environmental laws (including the Comprehensive Environmental Response, Compensation, and Liability Act and the Resource Conservation and Recovery Act), or federal antitrust laws.

(e) Except as expressly set forth in Section 5.5 above with respect to Texas transfer tax, we express no opinion on any tax matter, whether federal, state, or local, including, without limitation, income tax, franchise tax, property tax, sales tax, or use tax matters.

(f) We express no opinion on the financial condition of any party to the Transaction Documents, the fairness of the consideration payable or received in connection with the transactions contemplated by the PSA, the business wisdom or commercial reasonableness of the transaction, or the adequacy of the net worth or liquid assets of any party.

(g) We express no opinion as to any provision of the Transaction Documents that purports to (i) waive rights that cannot be waived under applicable Texas law, (ii) confer subject matter jurisdiction on a court or tribunal, (iii) provide for the payment of attorneys' fees to the extent limited by applicable Texas law, (iv) grant a power of attorney that is coupled with an interest to the extent such characterization is not supported by Texas law, or (v) impose penalties or forfeitures.

6.3 Reliance and Benefit

This opinion letter is furnished solely for the benefit of the addressees hereto — Calderwood & Harkness LLP, Fairwater Real Estate Investment Trust, Commonwealth National Title Insurance Company, and Pinnacle Federal Bank, N.A. — and solely in connection with the transactions described herein. This opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent, which consent may be withheld in our sole discretion.

Notwithstanding the foregoing, Pinnacle Federal Bank, N.A., and its legal counsel, Whitfield & Archer LLP (717 Texas Avenue, Suite 2500, Houston, Texas 77002; Sandra Whitfield, Partner), may rely on this opinion to the extent required under the Lender Consent dated June 4, 2024, and the Assumption Agreement executed and delivered on the Closing Date. Such reliance by Whitfield & Archer LLP is limited to reliance in its capacity as counsel to Pinnacle Federal Bank, N.A., in connection with the transactions described herein, and does not extend to any other matter or transaction.

No copies of this opinion may be furnished to any other person or entity without our prior written consent, except as may be required by applicable law, regulation, or court order, or in connection with regulatory examinations by governmental authorities having jurisdiction over any addressee.

7. Closing

We trust that the foregoing is responsive to your requirements. We remain available to discuss any aspect of this opinion at your convenience. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.

Very truly yours,

BRECKENRIDGE OSGOOD LLP

By: ________

James Breckenridge, Partner Breckenridge Osgood LLP 717 Texas Avenue, Suite 2600 Houston, Texas 77002 Telephone: (713) 552-8400

Email: jbreckenridge@breckenridgeosgood.com

EXHIBIT A

LIST OF DOCUMENTS EXAMINED

The documents examined in connection with the opinions rendered in the foregoing opinion letter are those described in Section 3 of this opinion letter, which section is incorporated herein by this reference. A copy of each such document is maintained in our files under Matter Number 1036-00004 (C&H Engagement).

EXHIBIT B

CERTIFICATES OF GOOD STANDING / CERTIFICATES OF FACT Texas Secretary of State and Texas Comptroller of Public Accounts

The following Certificates of Good Standing and Certificates of Fact have been obtained and are attached hereto for reference:

1. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Westlake LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]);

2. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Westlake LLC (Taxpayer Number [on file]);

3. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Katy LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]);

4. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Katy LLC (Taxpayer Number [on file]);

5. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Alliance LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]); and

6. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Alliance LLC (Taxpayer Number [on file]).

Copies of the foregoing certificates are maintained in the files of Breckenridge Osgood LLP and are available for inspection upon request.

BRECKENRIDGE OSGOOD LLP Attorneys at Law
717 Texas Avenue, Suite 2600 Houston, Texas 77002 Telephone: (713) 552-8400 Facsimile: (713) 552-8401
June 6, 2024
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
Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Attention: David Elgin Park, General Counsel
Commonwealth National Title Insurance Company 191 Peachtree Street NE, Suite 800 Atlanta, Georgia 30303
Attention: Kenneth Stanhope, Senior Vice President
Pinnacle Federal Bank, N.A. 600 Travis Street, Suite 4400 Houston, Texas 77002
Attention: Bradley Carston, Senior Vice President
(As lender on Loans 1-C, 1-D, and 1-E secured by the three Texas Properties)
Ladies and Gentlemen:
Re: Opinion of Texas Local Counsel in Connection with the Acquisition by Fairwater Real Estate Investment Trust ("Buyer") of 100% of the Membership Interests in Each of GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC (Collectively, the "Texas Target Entities"), Pursuant to That Certain 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, the "PSA"), by and Between Greystone Meridian Partners Fund III, L.P. ("Seller") and Buyer
1. Introduction
Breckenridge Osgood LLP ("we," "us," or "our") acts as Texas local counsel to Calderwood & Harkness LLP ("C&H"), counsel to Fairwater Real Estate Investment Trust, a Maryland real estate investment trust ("Buyer" or "Fairwater REIT"), in connection with the Purchase and Sale Agreement dated as of February 28, 2024 (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, the "PSA"), by and between Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller"), and Buyer, and the transactions contemplated thereby. We were engaged by C&H under Matter Number 1036-00004 to render this opinion with respect to matters of Texas law arising in connection with the PSA and the related transaction documents.
This opinion letter is delivered pursuant to the requirements of Section 8.2(g) of the PSA, which requires delivery of customary local counsel opinions in each jurisdiction in which a Target Entity owns real property, and in connection with the closing of the transactions contemplated by the PSA occurring on the date hereof, June 6, 2024 (the "Closing Date"). This opinion is limited in all respects to the laws of the State of Texas as presently in effect and as currently interpreted by the courts of the State of Texas and federal courts applying Texas law, and we express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Delaware, the State of New York, the State of Maryland, or any federal law.
In rendering the opinions expressed herein, we have acted solely as Texas local counsel and have coordinated with C&H in connection with the scope and substance of this opinion. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PSA.
2. Defined Terms and Identification of Target Entities
2.1 Texas Target Entities
For purposes of this opinion, the term "Texas Target Entities" refers to the following three entities, each of which is a Delaware limited liability company qualified to transact business as a foreign limited liability company in the State of Texas and each of which owns one of the three logistics properties situated in the State of Texas that are the subject of the transactions contemplated by the PSA:
(a) GMP Westlake LLC, a Delaware limited liability company duly qualified to transact business as a foreign limited liability company in the State of Texas, Employer Identification Number 84-2415693, which is the owner of the property commonly known as Westlake Distribution Hub, located at 11500 Westlake Parkway, Houston, Texas 77082, consisting of an approximately 624,000 rentable-square-foot logistics facility constructed in 2019 (the "Westlake Property"). The Westlake Property is encumbered by a first-priority deed of trust lien and related security interests securing Pinnacle Federal Bank, N.A., Loan 1-C;
(b) GMP Katy LLC, a Delaware limited liability company duly qualified to transact business as a foreign limited liability company in the State of Texas, Employer Identification Number 84-2415710, which is the owner of the property commonly known as Katy Freeway Logistics Park, located at 22600 Katy Freeway, Katy, Texas 77449, consisting of an approximately 538,000 rentable-square-foot logistics facility constructed in 2021 (the "Katy Property"). The Katy Property is encumbered by a first-priority deed of trust lien and related security interests securing Pinnacle Federal Bank, N.A., Loan 1-D; and
(c) GMP Alliance LLC, a Delaware limited liability company duly qualified to transact business as a foreign limited liability company in the State of Texas, Employer Identification Number 84-2415728, which is the owner of the property commonly known as Alliance Commerce Center, located at 2800 Alliance Gateway Blvd, Fort Worth, Texas 76177, consisting of an approximately 485,000 rentable-square-foot logistics facility constructed in 2020 (the "Alliance Property"). The Alliance Property is encumbered by a first-priority deed of trust lien and related security interests securing Pinnacle Federal Bank, N.A., Loan 1-E.
The Westlake Property, the Katy Property, and the Alliance Property are collectively referred to herein as the "Properties."
2.2 Key Defined Terms
As used in this opinion letter, the following terms shall have the meanings set forth below:
(a) "PSA" means that certain Purchase and Sale Agreement dated as of February 28, 2024, by and between Seller and Buyer, as amended by the First Amendment to Purchase and Sale Agreement dated April 12, 2024, and the Second Amendment to Purchase and Sale Agreement dated May 28, 2024, together with all exhibits and schedules thereto.
(b) "Buyer" means Fairwater Real Estate Investment Trust, a Maryland real estate investment trust.
(c) "Seller" means Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership, acting through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company.
(d) "Properties" means the three Texas real properties described in Section 2.1 above — the Westlake Property, the Katy Property, and the Alliance Property.
(e) "Assignment Agreements" means, collectively, (i) the Assignment and Assumption of Membership Interests for GMP Westlake LLC, dated as of June 6, 2024, (ii) the Assignment and Assumption of Membership Interests for GMP Katy LLC, dated as of June 6, 2024, and (iii) the Assignment and Assumption of Membership Interests for GMP Alliance LLC, dated as of June 6, 2024, each by and between Seller and Buyer.
(f) "Transaction Documents" means, collectively, the PSA, the Assignment Agreements, the Seller's Closing Certificate, the Replacement Guaranty in favor of Pinnacle Federal Bank, N.A., the Assumption Agreement for the Pinnacle Loans, and all ancillary documents executed and delivered by the parties in connection with the closing of the transactions contemplated by the PSA on the Closing Date.
(g) "Pinnacle Loans" means Loans 1-C, 1-D, and 1-E under the Master Loan Agreement dated as of September 15, 2020 (as amended, the "Master Loan Agreement"), by and between Pinnacle Federal Bank, N.A., as lender, and the respective Texas Target Entities, as borrowers.
(h) "Lender Consent" means that certain Consent Letter executed as of June 4, 2024, by Pinnacle Federal Bank, N.A., consenting to the change of control of the Texas Target Entities in connection with the transactions contemplated by the PSA, subject to the terms and conditions set forth therein.
3. Documents and Records Examined
In connection with the opinions expressed herein, we have examined the following documents, instruments, records, and certificates (collectively, the "Examined Documents"):
3.1 Organizational Documents
(a) The Certificate of Formation of each Texas Target Entity, as filed with the Secretary of State of the State of Delaware, including all amendments thereto;
(b) The Operating Agreement of each Texas Target Entity, as currently in effect, each reflecting Greystone Meridian Partners Fund III, L.P., as the sole member of such Texas Target Entity, including all amendments and restatements thereof;
(c) Certificates of Good Standing for each Texas Target Entity issued by the Secretary of State of the State of Delaware, each dated within ten (10) business days of the Closing Date;
(d) The Application for Registration as a Foreign Limited Liability Company and all related foreign qualification filings for each Texas Target Entity filed with the Texas Secretary of State, together with Certificates of Authority issued by the Texas Secretary of State for each Texas Target Entity;
(e) Certificates of Good Standing (Certificates of Fact — Status) issued by the Texas Comptroller of Public Accounts for each Texas Target Entity, confirming active status and good standing with respect to Texas franchise tax obligations, each dated within ten (10) business days of the Closing Date; and
(f) Certificates of Fact issued by the Texas Secretary of State for each Texas Target Entity, confirming that each such entity is qualified to transact business as a foreign limited liability company in the State of Texas and that its registration has not been forfeited or withdrawn.
3.2 Transaction Documents
(a) The PSA (execution version, dated February 28, 2024), including all exhibits and schedules thereto;
(b) The First Amendment to Purchase and Sale Agreement, dated April 12, 2024;
(c) The Second Amendment to Purchase and Sale Agreement, dated May 28, 2024;
(d) The Assignment and Assumption of Membership Interests for GMP Westlake LLC, dated as of June 6, 2024;
(e) The Assignment and Assumption of Membership Interests for GMP Katy LLC, dated as of June 6, 2024;
(f) The Assignment and Assumption of Membership Interests for GMP Alliance LLC, dated as of June 6, 2024;
(g) The Seller's Closing Certificate, executed by Greystone Meridian Capital LLC (in its capacity as the general partner of Greystone Meridian Partners Fund III, L.P.), signed by Victor Lansdell, in his capacity as authorized signatory thereof;
(h) The Secretary's Certificate of Seller, attaching copies of resolutions of the governing body of Greystone Meridian Capital LLC authorizing the transactions contemplated by the PSA and an incumbency certificate for the officers and authorized signatories thereof; and
(i) The Buyer's Closing Certificate, executed by Fairwater Real Estate Investment Trust, signed by Marcus Devereaux, in his capacity as authorized signatory thereof.
3.3 Loan and Lender Documents
(a) The Master Loan Agreement dated as of September 15, 2020, by and between Pinnacle Federal Bank, N.A., as lender, and the applicable borrower entities, as amended by the First Amendment to Master Loan Agreement dated March 3, 2022;
(b) The individual loan supplements for Loan 1-C (Westlake Property), Loan 1-D (Katy Property), and Loan 1-E (Alliance Property), each executed in connection with the Master Loan Agreement;
(c) The Lender Consent Letter from Pinnacle Federal Bank, N.A., dated June 4, 2024, consenting to the change of control of the Texas Target Entities and setting forth the conditions to such consent;
(d) The Assumption Agreement for the Pinnacle Loans (execution version), dated as of June 6, 2024, pursuant to which Buyer assumes certain obligations in connection with the Pinnacle Loans; and
(e) The Replacement Carve-Out Guaranty executed by Fairwater Real Estate Investment Trust in favor of Pinnacle Federal Bank, N.A., dated as of June 6, 2024, which includes, among other things, covenants requiring Buyer to maintain a minimum tangible net worth of not less than $500,000,000 and minimum liquid assets of not less than $50,000,000 at all times during the term of the Pinnacle Loans.
3.4 Title and Survey Documents
(a) Title commitments issued by Commonwealth National Title Insurance Company for each of the three Properties, together with all exception documents referenced therein;
(b) ALTA/NSPS Land Title Surveys (2021 Minimum Standard Detail Requirements, Table A Items) prepared by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE), dated and last revised within 90 days of the Closing Date, for each of the three Properties; and
(c) Pro forma ALTA Owner's Policies of Title Insurance (ALTA 2021 form) for each of the three Properties to be issued by Commonwealth National Title Insurance Company.
3.5 Other Documents
(a) UCC search results from the Texas Secretary of State and applicable county filing offices (Harris County for GMP Westlake LLC and GMP Katy LLC; Tarrant County for GMP Alliance LLC) for each Texas Target Entity, each dated within thirty (30) days of the Closing Date;
(b) Tax lien search results from the applicable Texas counties — Harris County (for the Westlake Property and the Katy Property) and Tarrant County (for the Alliance Property);
(c) Judgment lien search results from the applicable Texas counties and from the federal courts for the Southern District of Texas (for GMP Westlake LLC and GMP Katy LLC) and the Northern District of Texas (for GMP Alliance LLC); and
(d) Zoning confirmation letters for each of the three Properties, confirming that the current use of each such Property (logistics and distribution) is a permitted use under the applicable local zoning ordinances. We note that zoning confirmation letters were obtained for all fourteen (14) properties in the portfolio-wide acquisition, of which three (3) are the Texas Properties.
3.6 Assumptions and Reliance
In rendering the opinions set forth herein, we have relied upon, and our opinions are subject to, the following:
(a) We have relied upon the Certificates of Good Standing and Certificates of Fact obtained from the Secretary of State of the State of Delaware and the Texas Comptroller of Public Accounts for each Texas Target Entity, and we have made no independent inquiry or investigation to verify the accuracy or completeness of such certificates beyond the face of such certificates;
(b) We have relied upon the factual representations and warranties contained in the Secretary's Certificate of Seller and the Seller's Closing Certificate as to matters of fact material to the opinions expressed herein, without independent investigation or verification thereof;
(c) We have relied upon the factual representations and warranties contained in the Buyer's Closing Certificate as to matters of fact relating to Buyer, without independent investigation or verification thereof; and
(d) We have relied upon C&H's review, analysis, and approval of the PSA, the Transaction Documents, and all non-Texas law matters, including, without limitation, the enforceability of the PSA under New York law, the due organization and valid existence of Buyer under Maryland law, and the due organization and valid existence of each Texas Target Entity as a Delaware limited liability company under Delaware law.
4. Assumptions
In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, each of the following:
(a) Each natural person executing any document reviewed by us in connection with this opinion has adequate legal capacity to do so;
(b) All signatures on the documents examined by us are genuine, and all persons purporting to have signed such documents have in fact done so;
(c) All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies (whether certified, photostatic, facsimile, or electronic) conform to the authentic originals of such documents;
(d) The PSA and other Transaction Documents governed by laws other than the laws of the State of Texas are valid, binding, and enforceable under their respective governing laws. In this regard, we note that the PSA is governed by the laws of the State of New York, and we express no opinion as to the validity, binding effect, or enforceability of the PSA under New York law;
(e) Each entity that is a party to the Transaction Documents (other than the Texas Target Entities, to the extent addressed herein with respect to Texas law matters) is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party;
(f) Each party to the Transaction Documents (other than the Texas Target Entities, to the extent addressed herein with respect to Texas law matters) has duly authorized, executed, and delivered each Transaction Document to which it is a party, and such authorization, execution, and delivery have been effected in compliance with all applicable organizational documents, laws, and regulations governing such party;
(g) No fraud, duress, undue influence, mistake of fact, or misrepresentation has occurred in connection with the negotiation, execution, or delivery of any document reviewed by us in connection with this opinion;
(h) The factual representations made in the Transaction Documents and the certificates and other instruments delivered in connection with the closing are true, accurate, and complete in all material respects; and
(i) All conditions precedent to the obligations of the parties under the PSA and the other Transaction Documents have been satisfied or validly waived as of the Closing Date.
5. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section 6 below, we are of the opinion that:
5.1 Foreign Qualification and Good Standing
Each of the Texas Target Entities — namely, GMP Westlake LLC, GMP Katy LLC, and GMP Alliance LLC — is duly qualified to transact business as a foreign limited liability company in the State of Texas and is in good standing with the Texas Secretary of State and the Texas Comptroller of Public Accounts as of the date hereof. Each Texas Target Entity has obtained a Certificate of Authority from the Texas Secretary of State to transact business in the State of Texas, and such Certificate of Authority has not been revoked, suspended, forfeited, or withdrawn. Each Texas Target Entity is in compliance with all applicable Texas franchise tax reporting and payment obligations, as confirmed by the Certificates of Fact issued by the Texas Comptroller of Public Accounts.
We note that opinions regarding the due formation, valid existence, and good standing of each Texas Target Entity as a Delaware limited liability company under the laws of the State of Delaware are outside the scope of this Texas local counsel opinion and are being separately addressed by Delaware counsel or by C&H in their capacity as primary transaction counsel.
5.2 Authority and Authorization
Based upon our review of the organizational documents of each Texas Target Entity and the Secretary's Certificate of Seller (including the resolutions and incumbency certificate attached thereto), the execution, delivery, and performance of each Assignment and Assumption of Membership Interests with respect to each Texas Target Entity, and the other Transaction Documents to which each Texas Target Entity is a party, have been duly authorized by all necessary action on the part of the Seller, acting in its capacity as the sole member of each Texas Target Entity through its general partner, Greystone Meridian Capital LLC, a Delaware limited liability company. The persons executing the Assignment Agreements and the other Transaction Documents on behalf of or with respect to each Texas Target Entity have been duly authorized to do so. No further approval, consent, or authorization of any member, manager, officer, or other person is required under the organizational documents of any Texas Target Entity in connection with the execution, delivery, and performance of the Transaction Documents.
The scope of this opinion is limited to the Texas law aspects of authorization. Opinions regarding authorization under Delaware limited liability company law, including the internal affairs of each Texas Target Entity as a Delaware limited liability company, are being separately addressed by counsel opining on Delaware law.
5.3 Enforceability.  Each Assignment and Assumption of Membership Interests for the Texas Target Entities constitutes the legal, valid, and binding obligation of the parties thereto, enforceable against such parties in accordance with its respective terms, subject to the Enforceability Exceptions set forth in Section 6.1 below. The Transaction Documents to which each Texas Target Entity is a party are enforceable under the laws of the State of Texas to the extent that the laws of the State of Texas govern the enforceability of such Transaction Documents, in each case subject to the Enforceability Exceptions set forth in Section 6.1 below.
5.4 No Violations
The execution, delivery, and performance of the Transaction Documents by the parties thereto, and the consummation of the transactions contemplated thereby, including the transfer of 100% of the membership interests in each Texas Target Entity from Seller to Buyer and the resulting change of control of each Texas Target Entity, do not and will not:
(a) violate any provision of the organizational documents of any Texas Target Entity, to the extent such organizational documents or provisions thereof are governed by or subject to the laws of the State of Texas;
(b) violate any Texas statute, rule, regulation, or order of any Texas governmental authority known to us to be applicable to any of the Texas Target Entities or the Properties, including, without limitation, the Texas Business Organizations Code, the Texas Tax Code, the Texas Property Code, and applicable provisions of the Texas Business & Commerce Code; or
(c) result in any breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under, any agreement, instrument, or obligation to which any Texas Target Entity is a party or by which any Texas Target Entity or the Properties may be bound, to the extent governed by the laws of the State of Texas; provided, that the opinion expressed in this subparagraph (c) is limited to those agreements, instruments, and obligations that have been provided to us for our review as set forth in Section 3 above and does not extend to agreements, instruments, or obligations that were not submitted to us for examination.
5.5 Transfer Tax Compliance — Texas
The State of Texas does not impose a state-level real estate transfer tax, documentary stamp tax, excise tax, or controlling-interest transfer tax on the transfer of real property, the conveyance of interests in real property, or the transfer of ownership interests in entities that hold real property. Accordingly, neither the transfer of 100% of the membership interests in each of the three Texas Target Entities from Seller to Buyer pursuant to the Assignment Agreements nor any other aspect of the transactions contemplated by the PSA that relates to the Properties triggers any state transfer tax obligation in the State of Texas. No documentary stamps are required to be affixed to the Assignment Agreements or any other Transaction Documents under Texas law.
Nominal local recording fees may apply if any instruments relating to the transactions contemplated by the PSA are recorded in the applicable county real property records in Harris County or Tarrant County, Texas. Such recording fees are ministerial in nature and do not constitute a documentary stamp tax, transfer tax, or excise tax. No other state or local tax, fee, charge, or assessment is imposed by the State of Texas or any political subdivision thereof on the transfer of ownership interests in the Texas Target Entities in connection with the transactions contemplated by the PSA.
This opinion is consistent with the transfer tax analysis reflected in the PSA and in C&H's internal Transfer Tax Analysis — Five States memorandum, which estimated aggregate transfer tax liability of $0 attributable to the State of Texas. We note for completeness that the PSA's estimated total transfer taxes of approximately $3,850,000 across the five-state portfolio were allocated entirely to the States of Georgia (approximately $1,250,000), Florida (approximately $1,680,000), Tennessee (approximately $740,000), and North Carolina (approximately $180,000), with no amounts allocated to Texas.
5.6 No Consents Required Under Texas Law
No consent, approval, authorization, order, registration, qualification, designation, or filing of or with any Texas state or local governmental authority, department, commission, board, bureau, agency, or instrumentality is required for the valid execution, delivery, and performance of the Transaction Documents by the Texas Target Entities or the consummation of the transactions contemplated thereby, except for:
(a) such consents, approvals, authorizations, registrations, qualifications, and filings as have already been obtained or made as of the date hereof;
(b) filings to update the foreign qualification information of each Texas Target Entity with the Texas Secretary of State to reflect the change in ownership from Seller to Buyer (Fairwater REIT), which filings are administrative in nature and may be made on a post-closing basis within the time periods prescribed by applicable Texas law; and
(c) any consents required under the Pinnacle Loans or the related loan documents, including the Master Loan Agreement and the individual loan supplements, which consents have been duly obtained pursuant to the Lender Consent dated June 4, 2024, executed by Pinnacle Federal Bank, N.A.
5.7 Lien and Judgment Searches
Based upon our review of (a) UCC search results obtained from the Texas Secretary of State and the applicable Texas county filing offices (Harris County for GMP Westlake LLC and GMP Katy LLC; Tarrant County for GMP Alliance LLC), and (b) tax lien search results and judgment lien search results obtained from the applicable Texas counties and from the federal courts for the Southern District of Texas and the Northern District of Texas, in each case as of the dates of such searches, no UCC financing statement filings, state or federal tax liens, or judgment liens are of record against any Texas Target Entity in the State of Texas, other than:
(i) the deeds of trust, assignments of rents and leases, security agreements, and UCC financing statement filings in favor of Pinnacle Federal Bank, N.A., securing Loan 1-C (with respect to GMP Westlake LLC and the Westlake Property), Loan 1-D (with respect to GMP Katy LLC and the Katy Property), and Loan 1-E (with respect to GMP Alliance LLC and the Alliance Property), all of which are being assumed by Buyer pursuant to the Assumption Agreement executed and delivered on the Closing Date.
We express no opinion as to the priority, validity, or enforceability of any security interest, lien, or encumbrance, including those in favor of Pinnacle Federal Bank, N.A., which matters are addressed by the title commitments and policies issued by Commonwealth National Title Insurance Company and, to the extent applicable, by counsel to Pinnacle Federal Bank, N.A.
5.8 Real Property Matters
We express no opinion on the state of title to any of the Properties, including the existence, validity, or priority of any interest, lien, encumbrance, easement, covenant, condition, or restriction affecting any of the Properties. Matters of title are addressed by the title commitments and pro forma ALTA Owner's Policies of Title Insurance (ALTA 2021 form) issued by Commonwealth National Title Insurance Company for each of the three Properties.
We express no opinion on environmental matters relating to any of the Properties, including the presence or absence of hazardous substances, the compliance of any Property with applicable environmental laws, or the existence of any environmental liabilities. Environmental matters are addressed by the Phase I Environmental Site Assessments prepared by Trident Environmental Group LLC for each of the Properties. We note, for informational purposes only and without expressing any opinion thereon, that the Phase I Environmental Site Assessment for the Westlake Distribution Hub identified de minimis recognized environmental conditions that have been controlled and remediated and that no Phase II Environmental Site Assessment was required by the environmental consultant with respect to such Property.
We confirm, based upon our review of the zoning confirmation letters obtained for each of the three Properties, that each of the three Texas Properties has received a zoning confirmation letter from the applicable local governmental authority confirming that the current use of each such Property as a logistics and distribution facility is a permitted use under the applicable local zoning ordinances and regulations. The three zoning confirmation letters for the Texas Properties are among the fourteen (14) zoning confirmation letters obtained portfolio-wide in connection with the transactions contemplated by the PSA.
6. Qualifications and Limitations
6.1 Enforceability Exceptions
The opinions expressed herein regarding the enforceability of the Transaction Documents are, in each case, subject to and qualified by the following exceptions (collectively, the "Enforceability Exceptions"):
(a) the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), applicable state fraudulent transfer and fraudulent conveyance statutes, and other similar laws;
(b) the effect of general principles of equity, including, without limitation, principles of commercial reasonableness, good faith, and fair dealing, and the discretion of the court before which any proceeding therefor may be brought, regardless of whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance, injunctive relief, or other equitable remedies); and
(c) the effect of applicable provisions of the Texas Business & Commerce Code, including the Texas Uniform Commercial Code, and the Texas Business Organizations Code, including, without limitation, provisions thereof relating to the implied covenant of good faith and fair dealing, the statute of frauds, limitations on indemnification, limitations on the enforceability of certain contractual provisions (such as penalty clauses, liquidated damages provisions that constitute penalties, and waiver-of-jury-trial provisions), and other similar provisions of general applicability under Texas law.
6.2 Scope Limitations
The opinions expressed herein are further subject to the following qualifications, limitations, and exceptions:
(a) This opinion is limited solely to the laws of the State of Texas as in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Delaware (which governs the formation, internal affairs, and limited liability company governance of each Texas Target Entity), the State of New York (which governs the PSA), or the State of Maryland (which governs Buyer). We express no opinion as to the effect on the matters covered by this opinion of the laws of any other state or jurisdiction, or the effect of any conflict-of-laws principles.
(b) We have not independently investigated or verified any factual matter in connection with the rendering of this opinion. We have relied upon the representations, warranties, certificates, and other statements of fact contained in the Transaction Documents and the certificates and instruments described in Section 3 above, and upon the truth and accuracy of such representations, warranties, certificates, and statements. Our opinions are conditioned upon the accuracy of such factual matters.
(c) This opinion speaks only as of the date hereof. We assume no obligation to advise any person of any change in applicable law, or any change in fact or circumstance, that may come to our attention after the date hereof, even if such change may affect the opinions expressed herein. We expressly disclaim any obligation to update or supplement this opinion for any reason whatsoever after the date hereof.
(d) We express no opinion on any federal law matters, including, without limitation, matters arising under federal securities laws (including the Securities Act of 1933 and the Securities Exchange Act of 1934), federal tax laws (including the Internal Revenue Code of 1986, as amended), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), federal environmental laws (including the Comprehensive Environmental Response, Compensation, and Liability Act and the Resource Conservation and Recovery Act), or federal antitrust laws.
(e) Except as expressly set forth in Section 5.5 above with respect to Texas transfer tax, we express no opinion on any tax matter, whether federal, state, or local, including, without limitation, income tax, franchise tax, property tax, sales tax, or use tax matters.
(f) We express no opinion on the financial condition of any party to the Transaction Documents, the fairness of the consideration payable or received in connection with the transactions contemplated by the PSA, the business wisdom or commercial reasonableness of the transaction, or the adequacy of the net worth or liquid assets of any party.
(g) We express no opinion as to any provision of the Transaction Documents that purports to (i) waive rights that cannot be waived under applicable Texas law, (ii) confer subject matter jurisdiction on a court or tribunal, (iii) provide for the payment of attorneys' fees to the extent limited by applicable Texas law, (iv) grant a power of attorney that is coupled with an interest to the extent such characterization is not supported by Texas law, or (v) impose penalties or forfeitures.
6.3 Reliance and Benefit
This opinion letter is furnished solely for the benefit of the addressees hereto — Calderwood & Harkness LLP, Fairwater Real Estate Investment Trust, Commonwealth National Title Insurance Company, and Pinnacle Federal Bank, N.A. — and solely in connection with the transactions described herein. This opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent, which consent may be withheld in our sole discretion.
Notwithstanding the foregoing, Pinnacle Federal Bank, N.A., and its legal counsel, Whitfield & Archer LLP (717 Texas Avenue, Suite 2500, Houston, Texas 77002; Sandra Whitfield, Partner), may rely on this opinion to the extent required under the Lender Consent dated June 4, 2024, and the Assumption Agreement executed and delivered on the Closing Date. Such reliance by Whitfield & Archer LLP is limited to reliance in its capacity as counsel to Pinnacle Federal Bank, N.A., in connection with the transactions described herein, and does not extend to any other matter or transaction.
No copies of this opinion may be furnished to any other person or entity without our prior written consent, except as may be required by applicable law, regulation, or court order, or in connection with regulatory examinations by governmental authorities having jurisdiction over any addressee.
7. Closing
We trust that the foregoing is responsive to your requirements. We remain available to discuss any aspect of this opinion at your convenience. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.
Very truly yours,
BRECKENRIDGE OSGOOD LLP
By: ________
James Breckenridge, Partner Breckenridge Osgood LLP 717 Texas Avenue, Suite 2600 Houston, Texas 77002 Telephone: (713) 552-8400
Email: jbreckenridge@breckenridgeosgood.com
EXHIBIT A
LIST OF DOCUMENTS EXAMINED
The documents examined in connection with the opinions rendered in the foregoing opinion letter are those described in Section 3 of this opinion letter, which section is incorporated herein by this reference. A copy of each such document is maintained in our files under Matter Number 1036-00004 (C&H Engagement).
EXHIBIT B
CERTIFICATES OF GOOD STANDING / CERTIFICATES OF FACT Texas Secretary of State and Texas Comptroller of Public Accounts
The following Certificates of Good Standing and Certificates of Fact have been obtained and are attached hereto for reference:
1. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Westlake LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]);
2. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Westlake LLC (Taxpayer Number [on file]);
3. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Katy LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]);
4. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Katy LLC (Taxpayer Number [on file]);
5. Certificate of Fact — Status, issued by the Texas Secretary of State, for GMP Alliance LLC, a Delaware limited liability company qualified to transact business in Texas (File Number [on file]); and
6. Certificate of Good Standing / Account Status, issued by the Texas Comptroller of Public Accounts, for GMP Alliance LLC (Taxpayer Number [on file]).
Copies of the foregoing certificates are maintained in the files of Breckenridge Osgood LLP and are available for inspection upon request.

BRECKENRIDGE OSGOOD LLP Attorneys at Law

BRECKENRIDGE OSGOOD LLP

EXHIBIT A

LIST OF DOCUMENTS EXAMINED

EXHIBIT B

Record

Parties

Dates

Amounts