FORM OF LEGAL OPINION

**FOR COBANK, CFC AND RUS LOAN TRANSACTIONS**

**\[LETTERHEAD OF BORROWER'S COUNSEL\]**

**\[Date\]**

**\[Insert Address for Lender\]**

Re: \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Loan(s) to **\[Full
legal name of the Borrower\]** (the "Borrower")

Ladies and Gentlemen:

# Introduction

**\[I/We\]** have served as **\[general/special\]** counsel for the
Borrower, a **\[State of organization of the Borrower\] \[insert type of
entity, e.g. corporation, cooperative, etc.\]**, in connection with the
documentation of the loan(s) described above. In connection with the
loan(s), the Borrower has executed and delivered the following documents
(collectively, the "Loan Documents"):

## **\[List all agreements and notes executed by the Borrower, and define terms, e.g. "Loan Agreement," "Mortgage," "Note," etc.\]**

## . . .

## . . .

# Scope of Opinion/Examination of Documents

**\[I am/We are\]** delivering this opinion to you pursuant to
requirements set forth in the Loan Documents.

For purposes of this opinion, **\[I/we\]** have examined the following:

## Originals or copies identified to our satisfaction of each of the Loan Documents as executed and delivered;

## The Articles of Incorporation and Bylaws of the Borrower, in each case as amended and in effect at the time of the authorization of, and the execution and delivery by the Borrower of, the Loan Documents;

## Certified resolutions of the Board of **\[Directors/Trustees\]** of the Borrower evidencing the corporate proceedings taken to authorize the execution and delivery of, and the performance by the Borrower of its obligations under, the Loan Documents;

## Written information provided by governmental authorities of the State**\[s\]** of **\[Include state of Borrower's organization and all other states where the Borrower is authorized to transact business\]** as to the incorporation and existence of the Borrower in the State of **\[State of organization\] \[and the qualification and authorization to transact business of the Borrower in the State\[s\] of \[List states\]**;

## A certificate of the Borrower, dated as of even date herewith and a copy of which is available upon request (the "Loans & Other Material Agreements Certificate"), certifying that the documents identified in the Loans & Other Material Agreements Certificate are: (i) all of the loan agreements and related instruments and security documents to which the Borrower is a party (and all amendments thereto); and (ii) all other agreements (and all amendments thereto) under which a default by the Borrower could have a material adverse effect on the business, operations or financial condition of the Borrower or the Borrower's ability to perform its obligations under the Loan Documents; 

## Originals, or copies identified to **\[my/our\]** satisfaction, of the agreements and instruments identified in the Loans & Other Material Agreements Certificate;

## A certificate of the Borrower, dated as of even date herewith and a copy of which is available upon request (the "Litigation Certificate"), certifying that there is no litigation, arbitration or other legal proceeding, pending or threatened, verbally or in writing, against or affecting the Borrower or its property that, (i) if adversely determined, in the opinion of the Borrower, would have a material adverse effect upon the business, operations or financial condition of the Borrower, or the Borrower's ability to perform its obligations under the Loan Documents or (ii) seeks to rescind, terminate, modify or suspend any authorization of any governmental entity required in connection with the execution and delivery of the Borrower of, and the performance of the Borrower of its obligations under, the Loan Documents **\[, other than \[that/those\] which \[is/are\] identified in the Litigation Certificate, a copy of which has previously been provided to you;\]**

## The UCC Financing Statements, naming the Borrower as Debtor and **\[Name of Lender(s)\]** as Secured **\[Party(ies)\]**, filed in **\[insert name of filing office(s)\]**, (the "Filing Office(s)") and listed on [Exhibit A]{.underline} hereto (the "Financing Statements"); 

## The results of searches for tax and judgment liens against the Borrower and UCC financing statements naming the Borrower as Debtor (the "Lien Search Results"), attached hereto as [Exhibit B]{.underline}; and

## Such other certificates, documents and papers as **\[I/we\]** have deemed advisable in connection with this opinion.

############ During the course of such examination, **\[I/we\]** have assumed that all signatures, other than those of officers of the Borrower, are genuine, that all documents submitted to **\[me/us\]** as copies conform to the originals and that all documents submitted to **\[me/us\]** as originals are authentic. {#during-the-course-of-such-examination-iwe-have-assumed-that-all-signatures-other-than-those-of-officers-of-the-borrower-are-genuine-that-all-documents-submitted-to-meus-as-copies-conform-to-the-originals-and-that-all-documents-submitted-to-meus-as-originals-are-authentic. .unnumbered}

As to matters of fact involved in this opinion, **\[I/we\]** have relied
on statements of fact made in the Loan Documents, the Loan & Other
Material Agreements Certificate and the Litigation Certificate, and on
certificates, affidavits and statements of fact of officials, officers
or authorized representatives of the particular governmental authority
or other person or entity concerned, including the Borrower, and on
discussions with representatives of the Borrower, without any
independent investigation or inquiry. **\[I am not/We are not/None of
the individual attorneys in the Firm who has represented the Borrower in
connection with the execution and delivery of the Loan Documents or who
regularly represents the Borrower is\]** aware of any fact that would
make any such reliance unreasonable. **\[I/We\]** have undertaken such
investigation of the law and such consideration of the facts (which we
have ascertained as described herein) as **\[I/we\]**, in **\[my/our\]**
professional judgment, have determined appropriate for purposes of
rendering this opinion.

For purposes of this opinion, **\[I/we\]** have further assumed that
each party to the Loan Documents, other than the Borrower, has all
requisite power and authority to enter into such agreements, has taken
all necessary action to execute and deliver such agreements and can
effect the transactions contemplated therein without contravening any
law or regulation; that each of the Loan Documents constitutes the
legal, valid and binding obligation of each of such other parties
enforceable against such other parties in accordance with its respective
terms; and that each of such other parties will duly perform its
obligations under each such agreement.

# Opinions & Qualifications

Based on the foregoing, **\[I am/We are\]** of the opinion, subject to
the qualifications set forth in this letter, that:

A.  The Borrower is a **\[insert type of entity, e.g. corporation,
    cooperative, etc.\]** duly organized, validly existing, and in good
    standing under the laws of the State of **\[State of
    organization\]**, and is duly qualified to do business and is in
    good standing in each jurisdiction in which the transaction of its
    business makes such qualification necessary.

B.  The Borrower has all requisite corporate and legal power and
    authority to own and operate its assets and to carry on its business
    as it is now being conducted and to enter into and perform its
    obligations under the Loan Documents.

C.  All corporate proceedings of the Borrower necessary to be taken in
    connection with the authorization, execution and delivery by the
    Borrower of, and the performance by the Borrower of its obligations
    under, the Loan Documents have been duly taken and all such
    authorizations are presently in effect.

D.  To the extent reasonably required for the maintenance and operation
    of its properties and business taken as a whole, the Borrower has
    complied with all requirements of the laws of all states in which it
    operates and does business, and, to the extent reasonably required
    to enable the Borrower to engage in the business currently
    transacted by it, the Borrower holds all certificates, licenses,
    consents or approvals of governmental entities required to be
    obtained on or prior to the date of this opinion.

E.  Each Loan Document has been duly executed and delivered by the
    Borrower and constitutes the valid and binding obligation of the
    Borrower enforceable against the Borrower in accordance with its
    terms.

The opinion set forth in this paragraph is subject to the following
qualifications:

## The enforceability of the Loan Documents may be limited by (i) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance and other laws of general applicability relating to or affecting the rights and remedies of creditors and (ii) general principles of equity.

## Certain provisions of the Loan Documents may not be enforceable under laws with respect to or affecting the remedies provided for in the Loan Documents; nevertheless, such unenforceability will not render any Loan Document invalid as a whole or preclude (i) the judicial enforcement of the obligation of the Borrower to repay the principal, together with interest thereon, as provided in the **\[Insert defined term for the note(s)\]**, (ii) the acceleration of the obligation of the Borrower to repay such principal and interest upon a material default by the Borrower under the Loan Documents **\[and\]** (iii) the judicial foreclosure in accordance with **\[State\]** law of the lien created by the Mortgage upon the failure to pay such principal and interest at maturity or upon acceleration pursuant to clause (ii) above **\[and (iv) non-judicial foreclosure by exercise of the power of sale provided in the Mortgage in accordance with \[State\] law at maturity or upon acceleration pursuant to clause (ii) above\]**.

F.  The Mortgage creates a validly recorded, filed and perfected first
    priority mortgage lien shared pari passu and pro rata by the lenders
    that are parties to the Mortgage (individually, a "Mortgagee" and
    collectively, the "Mortgagees") on all of Borrower's real property,
    including without limitation all real property of the Borrower
    acquired after the date of delivery of the Mortgage, securing
    Borrower's obligations under the Loan Agreements (as defined in the
    Mortgage), subject and subordinate only to those liens and
    encumbrances expressly permitted by the Mortgage. No other
    recordation, filing, re-recording or re-filing is necessary to
    maintain the validity or priority of the lien on such real property
    created by the Mortgage, including without limitation after-acquired
    property and obligations evidenced by Additional Notes (as defined
    in the Mortgage) executed and delivered after the date of the
    Mortgage. **\[If additional actions are required under state law to
    have the lien of the Mortgage attach to after-acquired real property
    or to secure future advances evidenced by Additional Notes, then
    include in this paragraph a statement as to what actions are
    required and whether the priority of the lien on such after-acquired
    property or with respect to the Additional Notes will date back to
    the date of recordation of the Mortgage. For states having mortgage
    recording or documentary stamp taxes, please include a statement as
    to what actions are required with respect to Additional Notes.\]**

G.  The opinion set forth in this paragraph III. F. is subject to the
    qualification that no opinion is expressed with respect to (i) the
    title to or the rights or interests of the Borrower in any real or
    personal property, or (ii) the adequacy of the description of any
    real property. The Mortgage creates in favor of the Mortgagees a
    valid security interest in the Borrower's interest in the fixtures
    identified therein located in the State of **\[State\]** and in the
    personal property identified therein in which a security interest
    may be validly created under Article 9 of the Uniform Commercial
    Code as in effect in the State of **\[State\]** **(the "\[State\]
    UCC")**. Such security interest has been validly perfected in such
    fixtures and personal property in which a security interest may be
    perfected by filing a financing statement under Article 9 of the
    **\[State\] UCC**. No filings, recordings or similar actions, other
    than the filing of the Financing Statements, are necessary under the
    laws of the State of **\[State\]** in order to establish or continue
    perfection of such security interest \[except for the filing of any
    continuation statements required under Article 9 of the **\[State\]
    UCC.\]**

> The opinion in this paragraph III. G. is subject to the following
> qualifications: (i) no opinion is expressed with respect to the
> Borrower's title to or rights or interests in any personal property;
> and (ii) with respect to the validity and the perfection of the
> security interest in personal property created under the Mortgage,
> this opinion does not address personal property of a type in which a
> security interest cannot be validly created under Article 9 of the
> **\[State\]** UCC, or in which a security interest can be validly
> created but cannot be perfected under Article 9 of the **\[State\]**
> UCC by filing of a financing statement.

H.  The Lien Search Results as defined above in paragraph I. of
    Section II. set forth the proper filing office(s) and the proper
    name of the debtor necessary to identify tax liens and judgment
    liens against the Borrower and those persons who, as of the
    effective dates noted in the Lien Search Results, have Financing
    Statements on file against the Borrower indicating the existence of
    a security interest in any personal property or fixtures in which a
    security interest may be perfected by filing under Article 9 of the
    **\[State\]** UCC.

I.  The execution and delivery by the Borrower of, and the performance
    by the Borrower of its obligations under, the Loan Documents do not
    and will not: (a) violate the Borrower's Articles of Incorporation
    or Bylaws; (b) violate any applicable law, rule or regulation to
    which the Borrower is subject; (c) conflict with, result in a breach
    of, or constitute with notice or lapse of time or both a default
    under, any agreement or instrument identified to **\[me/us\]** in
    the Loan & Other Material Agreements Certificate; or (d) violate any
    judicial or administrative decree, writ, judgment or order to which,
    to our knowledge, the Borrower is subject.

**\[\*\*\* SELECT ONE OF THE FORMS OF PARAGRAPH III. J. \*\*\*\]**

\*\*\* J. All authorizations from governmental entities required in
connection with the execution and delivery by the Borrower of, and the
performance by the Borrower of its obligations under, the Loan Documents
have been obtained and are in full force and effect.

\*\*\* J. No authorization from any governmental entity is required in
connection with the execution and delivery by the Borrower of, and the
performance of the Borrower of its obligations under, the Loan
Documents.

A.  To **\[my/our\]** knowledge, there is no litigation, arbitration or
    other legal proceeding pending or threatened, verbally or in
    writing, against or affecting the Borrower or its property that, (i)
    in the opinion of the Borrower as evidenced by the Litigation
    Certificate, if adversely determined would have a material adverse
    effect upon the business, operations or financial condition of the
    Borrower or the Borrower's ability to perform its obligations under
    the Loan Documents or (ii) seeks to rescind, terminate, modify or
    suspend any authorization of any governmental entity referred to in
    paragraph III. J. above.

# Limitation as to Particular Laws and Reliance on this Opinion

As to matters of law, **\[I/we\]** limit **\[my/our\]** opinion to the
laws of the State of **\[State(s) where counsel is admitted to practice
law\]** and the laws of the United States of America, and **\[my/our\]**
opinions are limited to the facts and laws in existence on the date of
this opinion and at no subsequent time. **\[Insert if applicable: I/We
note that certain of the Loan Documents purport to be governed by
\[State\] law. For purposes of giving the opinions set forth above, I/we
have assumed that \[State\] law is the same as the law of the State of
\[State where counsel is admitted to practice law.\]**

############ This opinion is delivered to you in connection with the loan referenced above, and may not be utilized or quoted by you for any other purpose or relied upon by any other person or entity other than your successors or assigns without **\[my/our\]** express written consent. {#this-opinion-is-delivered-to-you-in-connection-with-the-loan-referenced-above-and-may-not-be-utilized-or-quoted-by-you-for-any-other-purpose-or-relied-upon-by-any-other-person-or-entity-other-than-your-successors-or-assigns-without-myour-express-written-consent. .unnumbered}

> Very truly yours,

**[EXHIBIT A]{.underline}**

**FINANCING STATEMENTS**

**[Type of Filing]{.underline} [Filing Office]{.underline} [Filing
Date]{.underline} [Continuation Required]{.underline}**

**[EXHIBIT B]{.underline}**

**LIEN SEARCH RESULTS**