Ladies and Gentlemen: We have acted as counsel for ________ LLC ("Borrower") in connection with the loan ("Loan") between the Borrower and the ___________ Bank ("Bank"), the terms and conditions of which are set forth in that certain Loan and Security Agreement ("Agreement") dated ____________. This opinion letter ("Opinion") is furnished to you in accordance with section of the Agreement. All the terms in this opinion letter are defined in the Agreement and are used herein with the meanings so defined. For the purpose of rendering this Opinion, we have reviewed the Agreement. We have also reviewed the Borrowers Articles of Organization and Operating Agreement and the Manager Consent of the Borrower's Board of Managers in order to render the opinions expressed below. We have investigated such questions of law and examined such records of the Borrower, including the Certificate of Borrower appended to this Opinion, and such other documents and papers, certificates of public officials, and other instruments as we have deemed necessary or advisable in order to render said opinions. In rendering these opinions, we have assumed (i) the due authorization, execution and delivery of each document referred to herein by all parties to such document (ii) the authenticity of all documents submitted to us as copies, and the authenticity of the originals of such latter documents; (iii) each natural person executing any of the documents referred to herein is legally competent to do so; (iv) all signatures on any of the documents referred to herein are genuine; (v) the terms and conditions of the Agreement have not been amended, modified, or supplemented by any other agreement or understanding of the parties or waiver of any of the material provisions the Agreement; and (vi) all applicable documents referred to herein will be duly filed, taxes in connection with such filing will be paid. Except as otherwise noted, this Opinion is governed by, and shall be interpreted in accordance with, the Legal Opinion accord ("Accord") of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord and this Opinion, and this Opinion expressed herein is limited solely to the Law of the State of ___________. Based upon the foregoing, we are of the opinion that: 1. Company Existence and Membership Interests Properly Issued. The Borrower is a limited liability company duly organized and validly existing under the laws of the State of __________, and is qualified to do business in ___________ and, based solely upon the representation to us of officers of the Borrower, and not upon an independent inquiry, is qualified or is in the process of obtaining such qualifications as a foreign limited liability company and is or will be in good standing in all states where the nature and extent of the business transacted by the Borrower or the ownership of the Borrower's assets makes such qualification necessary. Based solely upon the representations to us of officers of the Borrower, and not upon any independent inquiry, the Borrower has obtained all consents, licenses, permits, authorizations and approvals required for the conduct of its business in each state in which it conducts business or maintains any property and all of the foregoing are in full force and effect. All of the Borrower's membership interests have been properly issued, and the issuance of such membership interests has not violated any operating agreement, registration agreement or subscription agreement pertaining to the Borrower. 2. Company Authority. The execution and delivery by the Borrower of the Agreement and the performance of the Borrower's obligations hereunder and thereunder are: (i) within the Borrower's powers as a limited liability company; (ii) duly authorized by the Borrower's managers; (iii) not in contravention of the terms of the Borrower's Articles of Organization or Operating Agreement; (iv) not subject to any governmental consent, registration or approval not already obtained; (v) based solely upon the representations to us of officers of the Borrower, and not upon any independent inquiry, will not, except as contemplated or permitted by the Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any property of the Borrower under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which the Borrower is a party or by which the Borrower or any of the Borrower's property may be bound or affected. 3. Binding Effect. The Agreement when executed and delivered will set forth the legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their respective terms. The validity, binding effect and enforceability of the obligations set forth in the Agreement, however, may be limited by or subject to: (i) bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship, receivership or similar debtor relief or creditor rights laws of general application; (ii) the power of courts to award damages in lieu of granting equitable remedies; (iii) all other applicable federal or state laws, statutes, ordinances, judicial decisions, rules and regulations do not, in our opinion, make the remedies afforded by the Agreement substantially inadequate for the practical realization of the benefits and security provided thereby, except for economic consequences of delay, including the consequences of delay in connection with notices to mortgagors and taxing authorities, and except for certain provisions of Title 11, United States Code which will, or may, hinder, delay making use of, modify and/or invalidate provisions relating to rights and/or remedies in the event of bankruptcy or insolvency; (iv) the rights of the United States of America under the Federal Tax Lien Act of 1966, as amended; (v) the rights of creditors under the Uniform Commercial Code; (vi) principles of equity and commercial reasonableness; (vii) state case law concerning (a) contractual waivers of objections to jurisdiction and venue; (b) contractual waivers of notice of appointment of receivers, service of process and trial by jury; and (c) the extent to which one party may validly indemnify another for acts solely of the indemnitee, whether negligent, grossly negligent, intentional or otherwise; and (viii) the Borrower's right to possession of mortgaged state property upon default and for three (3) months after non-judicial power of sale mortgage foreclosure sale. While we are unable to render an opinion about the strict enforceability of each and every provision in the Agreement, we are of the opinion that the qualifications and limitations contained in this letter don't make the remedies afforded by the Agreement substantially inadequate for the practical realization of the benefits and security provided thereby. 4. Compliance: Licenses, Permits. (a) To our actual current knowledge and based solely upon the representations to us of officers of the Borrower, and not upon any independent inquiry by this firm in connection therewith, the Borrower has all federal, state, local and foreign governmental licenses and permits which are required for the conduct of the business as presently conducted and as planned to be conducted, which licenses and permits are in full force and effect, and no violations are outstanding or uncured with respect to any such licenses or permits and no proceeding is pending or, to the best knowledge of the Borrower, threatened to revoke or limit any thereof. (b) To our actual current knowledge and based solely upon the representations to us of officers of the Borrower by this firm in connection therewith, the Borrower is in possession of all Environmental Permits required under any applicable Environmental Laws for the conduct of its business. (c) To our actual current knowledge, and based solely upon the representations to us of officers of the Borrower, and not upon any independent inquiry of the Borrower by us in connection therewith, the Borrower is not the subject of federal, state, local or private litigation or proceedings involving a demand for damages or other potential liability with respect to violations of environmental laws. As used in this Opinion, the phrase "current actual knowledge" does not include constructive knowledge or inquiry knowledge of any matter of fact; instead, it is limited to the current consciousness of the lawyers who are participating in the review and negotiation of the Agreement and/or the preparation of this Opinion. The phrase does not require a lawyer to make any special inquiry of the client unless the lawyer actually believes that the information supplied by the client is materially incorrect. The phrase does, however, obligate the lawyer who is in charge of this Opinion to make a reasonable inquiry to another member of the lawyer's law firm as to any matter of fact if the lawyer in charge has current actual knowledge that the other lawyer may have current actual knowledge relating to this opinion letter. Except as otherwise provided only to the Bank solely for the purpose of complying with the Agreement and, without prior written consent, this Opinion may not be quoted in whole or in part or otherwise referred to in any report or document or furnished to any person or entity other than your counsel, accountants, shareholders, directors and/or employees, consultants, representatives, regulators, assignees and participants, and potential assignees and participants, except in response to a valid subpoena or other lawful process, and provided further, that in no event shall any party be entitled to rely on this opinion other that the addressee hereof and its respective assignees and participants. We are members of the Bar of the State of __________ and we express no opinion with respect to the effect of any laws other than laws of the State of ___________ and those limited partitions of the law of the United States of America specifically referred to in this Opinion. This Opinion is limited to the matters stated herein and no opinions may be implied or referred beyond the matters expressly stated herein. This Opinion is only as of the date hereof, and we hereby disclaim any obligation to advise you of any change in any matter set forth herein. Yours truly, _________________________