[ON LAW FIRM LETTERHEAD]



Form of Opinion

[ON LAW FIRM LETTERHEAD]

[DATE]

[LENDER’S NAME]

[LENDER’S ADDRESS]

Re: [PROPERTY ADDRESS]

[BORROWER’S NAME]

[TYPE OF LOAN TRANSACTION AND AMOUNT OF LOAN]

Ladies and Gentlemen:

We have acted as counsel to [INSERT NAME OF BORROWER], a [INSERT STATE OF FORMATION] [INSERT TYPE OF LEGAL ENTITY] (“Borrower”) and [NAME OF GUARANTOR], a [INSERT STATE OF FORMATION] [INSERT TYPE OF LEGAL ENTITY] in connection with the [IDENTIFY THE LOAN TYPE AND AMOUNT OF THE LOAN] (the “Loan”) being made or to be made to Borrower by [IDENTIFY THE LENDER] (“Lender”), to be secured inter alia by a mortgage upon the premises known as [INSERT PROPERTY ADDRESS], Massachusetts (the “Premises”), as more particularly described on Exhibit A to the Mortgage (as hereinafter defined). This opinion is being delivered to you, at the request of Borrower pursuant to Lender’s closing requirements. In such capacity, we have reviewed the following executed documents, each of which is dated as of [ENTER DATE OF MORTGAGE], unless otherwise noted:

[CHECK NAMES OF LOAN DOCUMENTS AND ADD OR DELETE ANY OTHER APPLICABLE LOAN DOCUMENTS.]

a. Promissory Note in the original principal amount of $____________ executed by Borrower and payable to the order of Lender (the “Note”);

b. the Loan Agreement [INSERT NAME OF LOAN AGREEMENT, OR IF NO LOAN AGREEMENT DELETE] executed by Borrower in favor of Lender (the “Loan Agreement”);

c. Mortgage and Security Agreement (the “Mortgage”) executed by Borrower, as Mortgagor, in favor of Lender, as Mortgagee;

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d. Assignment of Leases and Rents (the “Assignment of Leases and Rents”) executed by Borrower, as Assignor, in favor of Lender, as Assignee;

e. Environmental Indemnification Agreement (the “Environmental Indemnity”) executed by Borrower and the Guarantor to Lender; and

f. Guaranty (the “Guaranty”), executed by Guarantor in favor of Lender.

The Note, the Loan Agreement, the Mortgage, the Assignment of Leases and Rents, the Environmental Indemnity and the Guaranty are collectively referred to herein as the “Loan Documents.”

In addition, we have reviewed the following documents:

[BORROWER AS MASSACHUSETTS/DELAWARE LIMITED LIABILITY COMPANY[1]:

1. Operating Agreement of Borrower, dated as of ______________ [DATE], certified as true and complete by __________________ [MANAGER OF BORROWER] on ___________ [DATE] (the “Operating Agreement”).

2. Certificate of Organization/Certificate of Formation of Borrower, filed with the Massachusetts/Delaware Secretary of State on _______________ [DATE], certified by the Massachusetts/Delaware Secretary of State on ____________ [DATE] (the “Organizational Certificate”).

3. [Member’s][Manager’s] Certificate of Borrower, dated as of the date hereof, regarding resolutions and incumbency [ADD ACTION BY MEMBERS AND/OR MANAGERS AS EXHIBIT TO CERTIFICATE, AS NECESSARY] (the “[Member’s][Manager’s] Certificate”).

4. Certificate of Legal Existence for Borrower, issued by the Massachusetts/Delaware Secretary of State on ____________ [DATE] (the “Certificate of Legal Existence”).

5. Certificate of Good Standing for Borrower, issued by the Massachusetts/Delaware Secretary of State on ____________ [DATE] (the “Certificate of Good Standing” and collectively with the Operating Agreement, Organizational Certificate, [Member’s][Manager’s] Certificate and Certificate of Legal Existence, the “LLC Documents”).]

[6. Certificate of Foreign Qualification for Borrower, issued by the Massachusetts Secretary of State on __________ [DATE] (the “Borrower Foreign Qualification Certificate”).]

[BORROWER AS MASSACHUSETTS/DELAWARE CORPORATION:

1. Articles of Organization/Certificate of Incorporation of Borrower, filed with the Massachusetts/Delaware Secretary of State on ____________ [DATE], as certified by the Massachusetts/Delaware Secretary of State on ____________ [DATE] (the “Articles”).

2. By-Laws of Borrower, certified as true and complete by the Secretary of Borrower on ____________ [DATE] (the “By-Laws”).

3. Secretary’s Certificate of Borrower, dated as of the date hereof, regarding resolutions and incumbency [ADD ACTION BY DIRECTORS AND/OR SHAREHOLDERS AS EXHIBIT TO CERTIFICATE, AS NECESSARY] (the “Secretary’s Certificate”).

4. Certificate of Legal Existence for Borrower, issued by the Massachusetts/Delaware Secretary of State on ___________ [DATE] (the “Certificate of Legal Existence”).

5. Certificate of Good Standing for Borrower, issued by the Massachusetts/Delaware Secretary of State on _____________ [DATE] (the “Certificate of Good Standing” and collectively with the Articles, By-laws, Secretary’s Certificate, Certificate of Legal Existence and Certificate of Good Standing, the “Corporate Documents”).]

[6. Certificate of Foreign Qualification for Borrower, issued by the Massachusetts Secretary of State on ____________ [DATE] (the “Borrower Foreign Qualification Certificate”).]

[BORROWER AS MASSACHUSETTS/DELAWARE LIMITED PARTNERSHIP:

1. Agreement of Limited Partnership of Borrower, dated as of ____________ [DATE], certified as true and complete by the General Partner(s) of Borrower on ___________ [DATE] (the “Agreement of LP”).

2. Certificate of Limited Partnership of Borrower, filed with the Massachusetts/Delaware Secretary of State on ______________ [DATE], as certified by the Massachusetts/Delaware Secretary of State on _______________ [DATE] (the “Certificate of LP”).

3. General Partner Certificate of Borrower, dated as of the date hereof, regarding resolutions and incumbency [ADD ACTION BY LIMITED PARTNERS AS EXHIBIT TO CERTIFICATE, AS NECESSARY] (the “GP Certificate”).

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4. Certificate of Legal Existence for Borrower, issued by the Massachusetts/Delaware Secretary of State on ____________ [DATE], regarding the general partners of Borrower (the “Certificate of Legal Existence Regarding General Partners”).

5. Certificate of Legal Existence for Borrower, issued by the Massachusetts/Delaware Secretary of State on ____________ [DATE], regarding amendments to the limited partnership agreement of Borrower (the “Certificate of Legal Existence Regarding Amendments” and collectively with the Agreement of LP, Certificate of LP, GP Certificate and Certificate of Legal Existence Regarding General Partners, the “LP Documents”).]

[6. Certificate of Foreign Qualification for Borrower, issued by the Massachusetts Secretary of State on _______ [DATE] (the “Borrower Foreign Qualification Certificate”).]

[BORROWER AS MASSACHUSETTS NOMINEE TRUST:

1. Declaration of Trust of _______________ [NAME OF BORROWER NOMINEE TRUST] (the “Declaration of Trust”), dated as of ______________ [DATE], certified as true and complete by ________________________ [NAME OF TRUSTEE(S)], as the only/sole Trustee(s) thereof (the “Trustee(s)”).

2. Designation/Schedule of Beneficiaries of ________________ [NAME OF BORROWER NOMINEE TRUST], dated as of _____________ [DATE], certified as true and complete by the Trustee(s) (the “Designation of Beneficiaries”).

3. Direction of Beneficiaries of ________________ [NAME OF BORROWER NOMINEE TRUST], dated as of _____________ [DATE] (the “Direction of Beneficiaries”).

4. Trustees’ Certificate of ________________ [NAME OF BORROWER NOMINEE TRUST], dated as of _____________ [DATE ] (the “Trustees’ Certificate” and collectively with the Declaration of Trust, Designation of Beneficiaries, Direction of Beneficiaries, the “Trust Documents”).]

[BORROWER AS A MASSACHUSETTS BUSINESS TRUST:

1. Declaration of Trust of __________________[NAME OF BORROWER BUSINESS TRUST] (the “Declaration of Trust”), dated as of _________ [DATE], certified as true and complete by the Massachusetts Secretary of State on _______________ [DATE] and by the Town Clerk of ____________________ [ENTER TOWN(S) WHERE FILED] on ___ ___________.

2. Trustees’ Certificate of _______________________ [NAME OF BORROWER BUSINESS TRUST], dated as of ____________[DATE] (the “Trustees’ Certificate).

3. Certificate of Good Standing for Borrower, issued by the Massachusetts/Delaware Secretary of State on _____________ [DATE] (the “Certificate of Good Standing”).

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4. Certificate of Legal Existence for Borrower, issued by the Massachusetts Secretary of State on _____________ [DATE] (the “Certificate of Legal Existence” and collectively with the Declaration of Trust, the Trustees’ Certificate and the Certificate of Good Standing, the “Trust Documents”).]

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[BORROWER AS GENERAL PARTNERSHIP OR JOINT VENTURE:

1. Partnership [Joint Venture] Agreement of Borrower, dated as of ______________ [DATE], certified as true and complete by the general partners [joint venturers] thereunder on _____________ [DATE] (the “Partnership [Joint Venture] Agreement”).

2. Certificate of all the general partners [joint venturers], dated _____________ [DATE], authorizing _____________ [MANAGING PARTNER/VENTURER] to execute and deliver the Loan Documents on behalf of Borrower (the “GP Certificate”).]

[ADD APPLICABLE SIMILAR ORGANIZATIONAL AND AUTHORITY DOCUMENTS FOR GUARANTORS AND OTHER NON-LENDER PARTIES.]

Based solely upon the foregoing and subject to the further assumptions and qualifications set forth at the end of this opinion, we are of the opinion that:

i. Borrower is a limited liability company/corporation/limited partnership/business trust [duly formed], validly existing and in good standing under the laws of The Commonwealth of Massachusetts/State of Delaware.

[OR: Borrower is a [duly formed], validly existing Massachusetts nominee trust, created by the Declaration of Trust and ______________ are/is the only/sole Trustee(s) thereof.]

[OR: Borrower is a [duly formed], validly existing Massachusetts general partnership/joint venture and _____________ is the managing general partner/venturer thereof.]

[IF APPLICABLE: Borrower is duly qualified to do business within The Commonwealth of Massachusetts.]

ii. The Loan Documents to which Borrower is a party have been duly authorized, executed and delivered by Borrower.

iii. Borrower has the requisite [limited liability company/corporation/partnership/ trust] power[s] and authority to execute, deliver and perform its obligations under the Loan Documents to which Borrower is a party.

iv. The Loan Documents to which Borrower is a party constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

v. The execution and delivery of the Loan Documents to which Borrower is a party do not, and the performance of Borrower’s obligations thereunder will not, contravene any provision of the ______________ [IDENTIFY SPECIFIC ORGANIZATIONAL DOCUMENTS] of Borrower.

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vi. The Loan Documents to which Guarantor is a party constitute the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms.

vii. The Loan Documents to which the Guarantor is a party have been duly [authorized] [IF GUARANTOR IS AN ENTITY], executed and delivered by Guarantor.

[IF GUARANTOR IS OTHER THAN AN INDIVIDUAL, INCLUDE THE FOLLOWING, AS APPROPRIATE:]

viii. Guarantor is a limited liability company/corporation/limited partnership/business trust [duly formed], validly existing and is in [limited liability company/corporate/limited partnership/business trust] good standing under the laws of The Commonwealth of Massachusetts/State of Delaware.

[OR: Guarantor is a [duly formed], validly existing Massachusetts nominee trust, created by the Declaration of Trust and ______________ are/is the only/sole Trustee(s) thereof.]

[OR: Guarantor is a [duly formed], validly existing Massachusetts general partnership/joint venture and _____________ is the managing general partner/venturer thereof.]

[IF APPLICABLE: Guarantor is duly qualified to do business within The Commonwealth of Massachusetts.]

ix. Guarantor has the requisite [limited liability company/corporation/partnership/ trust] power[s] and authority to execute, deliver and perform its obligations under the Loan Documents to which the Guarantor is a party.

x. The execution and delivery of the Loan Documents to which Guarantor is a party do not, and the performance of Guarantor’s obligations thereunder will not, contravene any provision of the ______________ [IDENTIFY SPECIFIC ORGANIZATIONAL DOCUMENTS] of Guarantor.

[ADD OPINIONS REGARDING ANY OTHER PARTIES]

Our opinions are subject to the following assumptions and qualifications:

A. We have examined and relied upon the representations and warranties (as to factual matters only) of Borrower and Guarantor [ADD ANY OTHER PARTIES] contained in the Loan Documents. We have not, except as specifically noted in this opinion, made any independent review or investigation of factual matters. Without limiting the foregoing and except as otherwise stated in this opinion, we have not made any independent review or investigation of agreements or instruments to which Borrower or Guarantor is a party [ADD ANY OTHER PARTIES], or orders, writs, injunctions, or decrees of any court or governmental authority to which they may be bound, nor have we made any independent investigation as to the

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existence of actions, suits, investigations, inquiries or proceedings, including, without limitation, receivership or insolvency proceedings, if any, pending or threatened against Borrower or Guarantor [ADD ANY OTHER PARTIES].

B. We have assumed the legal capacity of natural persons, the genuineness of all signatures, except those of Borrower and Guarantor [ADD ANY OTHER PARTIES], the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, conformed, facsimile or photostatic copies, the authenticity of those originals and the accuracy and completeness of all documents made available to us. Furthermore, we have assumed that all parties to the Loan Documents, other than Borrower and Guarantor [ADD ANY OTHER PARTIES], have all the requisite power, authority, and capacity and have taken all necessary action to execute and deliver the Loan Documents to which they are a party and perform all obligations thereunder. We have assumed that each of the Loan Documents has been duly authorized by all parties thereto, other than Borrower and Guarantor [ADD ANY OTHER PARTIES] and that the Lender, in making the Loan, is doing so in compliance with any and all applicable laws and regulations.

C. Certain of the opinions expressed herein are based upon the [LLC Documents/ Corporate Documents /LP Documents/Trust Documents], copies of which have been provided to you. In this regard, we call your attention to the fact that all of our opinions relating to the organization, existence, good standing [, QUALIFICATION TO DO BUSINESS] and authority to do business of either of Borrower or Guarantor [ADD ANY OTHER PARTIES] are based solely and exclusively upon the [LLC Documents/Corporate Documents/LP Documents/Trust Documents and are given as of the dates the applicable [LLC Documents/ Corporate Documents /LP Documents/Trust Documents] were issued or certified where noted. [ADD FOREIGN QUALIFICATION CERTIFICATES TO DEFINITIONS, AS APPROPRIATE.]

D. This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Without limiting the foregoing, we express no opinion as to the applicability of, or compliance with, any or all statutes, laws, ordinances, by-laws, rules, regulations or administrative practices relating to the development, ownership, construction, occupancy, use, operation or maintenance of the Premises, including, without limitation, zoning, building, environmental, licensing, permitting or other land use control matters, energy, intellectual property (such as patents, copyrights, trademarks or servicemarks), tax, securities, safety, labor, worker’s compensation, health hazardous waste, permitting, licensing, franchising or the Employee Retirement Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder [ERISA]. This opinion does not constitute a guaranty of the Loan or security therefor nor of any of the obligations or other matters referred to or opined upon herein.

E. We express no opinion with respect to compliance of the Loan with any applicable usury laws. The Massachusetts usury statute, M.G.L. Chapter 271, Section 49 provides, however, in paragraph 

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(e) thereof, that the prohibitions contained in said Section 49 are not applicable to “any lender subject to control, regulation or examination by any state or federal regulatory agency.” For lenders who are not so regulated, clause (d) of that statute provides that any lender who gives prior notice to the Attorney General in Massachusetts of its intention to make a loan will be exempt for a period of two years.

[ALTERNATIVELY, CHANGE THE FOREGOING ASSUMPTION AND QUALIFICATION TO AN OPINION UNDER EARLIER SECTION AS FOLLOWS:

Under the Massachusetts criminal usury statute, Massachusetts General Laws Chapter 271, Section 49, “any lender subject to control, regulation or examination by any state or federal regulatory agency” is exempt from the provisions thereof. If Lender is subject to state and/or federal control, regulation or examination within the meaning of said Section 49, the Loan is not usurious pursuant to Chapter 271, Section 49 of the General Laws of the Commonwealth of Massachusetts. If the Loan were transferred to or otherwise held by an entity that is not a “lender subject to control, regulation or examination by any state or federal regulatory agency,” we note that subsection (d) of said Section 49 provides, in relevant part, that, subject to compliance with the further conditions thereof, the provisions of said Section 49 “shall not apply to any person who notifies the attorney general of his intent to engage in a transaction or transactions which . . . would be proscribed [by said Section 49] . . . providing [sic] any such person maintains records of any such transaction.” Accordingly, assuming the application of currently existing statutory, regulatory, and decisional law in the Commonwealth of Massachusetts with respect to usury, any holder of the Loan that is not a lender subject to state or federal regulation would not be subject to the usury prohibition contained in Chapter 271, Section 49 of the Massachusetts General Laws, provided such holder (i) files the requisite notice with the Massachusetts Attorney General, (ii) does not publicly advertise the fact of such notification nor use the fact of such notification to solicit business (except that such notification may be revealed to an individual upon his inquiry), (iii) maintains records of the applicable transaction(s) described in the notice, which records must contain the name and address of the applicable borrower(s), the amount borrowed, the interest and expenses to be paid by the applicable borrower(s), the date that each loan is made and the date or dates on which any payment is due, (iv) makes such records available to the Attorney General of Massachusetts for the purposes of inspection upon any request received from the Attorney General, (v) notifies the Attorney General if such holder’s name and/or address changes and (vi) renews such notification prior to the second anniversary of the filing thereof.]

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F. This opinion is qualified and limited to the fact that we are licensed to practice and practicing only in The Commonwealth of Massachusetts (the “Commonwealth”). We express no opinion as to choice or conflict of laws, the laws, rules or regulations of any state or jurisdiction other than the laws of the Commonwealth, federal laws [and the General Corporation/Limited Liability Company/Limited Partnership law of the State of Delaware, but not the decisional or case laws of the State of Delaware] in effect as of the date hereof and generally applicable to transactions of this type.[2]

G. The validity and enforceability of the Loan Documents and particular provisions thereof are subject, and may be affected by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors, secured, guaranteed or indemnified parties, mortgagees and other obligees generally, (ii) equitable principles (regardless of whether considered in a proceeding in equity or at law), (iii) public policy considerations and judicial discretion or imposition of an implied covenant of good faith and fair dealing and concepts of materiality, reasonableness and similar doctrines affecting the enforceability of agreements generally.

H. Without limiting the generality of the immediately preceding paragraph, we express no opinion as to the enforceability of any provisions of the Loan Documents purporting to: [USE THE FOLLOWING AS APPROPRIATE FOR YOUR LOAN DOCUMENTS AND ADD ADDITIONAL EXCEPTIONS FOR ANY OTHER QUESTIONABLE PROVISIONS OF THE LOAN DOCUMENTS:(i) excuse or indemnify a party from any liability for negligent, willful or intentional acts or omissions of that party; (ii) authorize the seizure or taking possession of collateral without notice or the opportunity to be heard; (iii) impose obligations for attorney's fees; (iv) waive trial by jury; (v) designate specified federal and state courts as having jurisdiction and/or venue or specify the method of serving process (which provisions are subject to determinations by the courts in which litigation may be instituted that such provisions are reasonable and comply with or are permitted by applicable constitutional provisions and by applicable laws, regulations and rules of court); (vi) permit a lender to setoff against accounts or other property prior to the maturity of an obligation or without regard to the adequacy of any collateral for any obligation; (vii) restrict access to legal or equitable remedies; (viii) provide for non-judicial foreclosure with respect to any personal property, forfeitures, prejudgment remedies, self-help remedies, penalties, or liquidated damages to the extent the same are construed to constitute penalties; (ix) grant exclusive jurisdiction in any court; (x) waive personal service in connection with any judicial process; (xi) establish by agreement between the parties, the time at which and the circumstances pursuant to which, a party is entitled to have a judgment entered in connection with any judicial process; (xii) provide for the appointment of a receiver; (xiii) permit a mortgagee to bring suit or take actions to protect the real property or restrain the enforcement or compliance with governmental enactments deemed by a mortgagee to be prejudicial to a mortgagee’s interests; (xiv) further limit or render unenforceable certain of the remedial provisions of the Loan Documents; (xv) waive any liens or lien releases; [or] (xvi) purport to permit anyone (including a receiver) other than Borrower to collect any rents, issues or profits without taking physical possession and management control of the Premises after an event of default]; but the non-enforceability of any one or more of the foregoing provisions will not materially interfere with the substantive and ultimate practical realization of the principal benefits intended to be provided to the Lender in the case of material defaults under the Loan Documents, except for the economic consequences of any procedural delay that may result from the foregoing limitations and restrictions on the enforceability of the Loan Documents.

I. We express no opinion herein as to (i) the priority or perfection of the encumbrances, if any, by any of the Loan Documents on the Premises and/or other collateral described in, or pledged to secure, the performance of any of the Loan Documents, or (ii) the state or quality of marketability of the title to the Premises or such other collateral.

J. The opinions expressed herein apply only to the Loan Documents and to no other document, even though other documents may be referred to therein.

K. We have assumed that: (i) Borrower holds requisite title and rights in each item of real and personal property comprising the Premises in which a security interest or lien is purported to be granted under the Mortgage; (ii) the Mortgage and the Assignment of Leases and Rents have been or will be duly recorded and indexed in the appropriate real estate recording office, and all appropriate recording fees have been or will be paid; [and] (iii) the legal description of the Premises attached as an exhibit to the Mortgage and the Assignment of Leases and Rents accurately describes the real property as to which such instrument purports to create a lien [FOR A MASSACHUSETTS BUSINESS TRUST ONLY: and (iv) that at the time the Trust was created, it was filed with the clerk of every city or town where the Trust had a usual place of business].

L. This opinion is rendered as of the date hereof and we express no opinion as to circumstances or events which may occur subsequent to such date. We shall have no obligation hereunder to inform Lender of changes in law or facts subsequent to the date hereof or facts of which we become aware after the date hereof.

[WHERE GUARANTOR IS A CORPORATION OR OTHER ENTITY:

M. The foregoing opinion concerning the authorization, execution and delivery of the Loan Documents to which Guarantor is a party, and their enforceability against Guarantor is based upon the assumption that a court would find the execution and delivery of the Loan Documents to which Guarantor is a party necessary or convenient to carry out the business and affairs of Guarantor and Guarantor is receiving reasonably equivalent value for the Loan Documents to which Guarantor is a party, as required by M.G.L. Chapter 109A.]

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This opinion is rendered solely for the benefit of Lender, its successors and assigns, in connection with the Loan. Except as may be required by law, this opinion may not be referred

to, quoted in or relied upon in any document, report or financial statement or delivered to any governmental agency or other person or entity for any reason without our prior written consent.[3]

Very truly yours,

[NAME OF FIRM]

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[1] This opinion only addresses entities formed in Massachusetts or Delaware. With respect to entities formed in other jurisdictions, local counsel in such jurisdictions may be necessary. With respect to entities formed in Delaware and not Massachusetts, counsel should carefully consider the extent to which counsel has the requisite expertise to address Delaware laws or whether Delaware counsel should issue a separate opinion.

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[2] Massachusetts counsel should carefully consider whether it has the requisite expertise to address the foregoing Delaware laws or whether Delaware counsel should issue a separate opinion.

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[3] This opinion letter does not include a perfection opinion as to either the real property or any personal property. If a perfection opinion is given, additional assumptions need to be stated.

This opinion letter has been prepared for the sole purpose of providing a useful form to facilitate the enforceability opinion process and the close of a business transaction involving an entity. It has been developed for use by opinion givers and recipients.

REBA Form No. 39

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