OR INTERESTS AS TO WHICH THE SECURITY INTEREST (AS DEFINED IN THE
GUARANTEE) ATTACHES UNDER THE GUARANTEE, AS CONTAINED IN THE GUARANTEE AND THE
FINANCING STATEMENTS, REASONABLY IDENTIFY THE PERSONAL PROPERTY OR OTHER ITEMS
OR INTERESTS DESCRIBED OR INTENDED TO BE DESCRIBED.
(L)
THERE IS NO AGREEMENT BETWEEN THE AGENT
OR THE LENDERS AND THE BORROWER OR THE GUARANTOR POSTPONING THE TIME OF
ATTACHMENT OF THE SECURITY INTEREST.
(M)
VALUE HAS BEEN GIVEN FOR THE SECURITY
INTEREST.
(N)
THE GUARANTOR IS NOT A "TRANSMITTING
UTILITY" (AS DEFINED IN SECTION 9-102 OF THE MD UCC).
IV.
OPINIONS
Based on our review of the foregoing and subject to the assumptions,
qualifications, and limitations set forth herein, it is our opinion that, as of
the date of this letter:
(1)
ALL NECESSARY PARTNERSHIP ACTION HAS BEEN
TAKEN BY THE GUARANTOR TO AUTHORIZE ITS EXECUTION, DELIVERY, AND PERFORMANCE OF
THE GUARANTOR DOCUMENTS.
(2)
THE GUARANTOR DOCUMENTS HAVE BEEN DULY
EXECUTED AND DELIVERED BY THE GUARANTOR.
(3)
THE FINANCING STATEMENTS ARE IN APPROPRIATE
FORM FOR DUE FILING AMONG THE FINANCING STATEMENT RECORDS OF SDAT PURSUANT TO
THE MARYLAND UCC.
(4)
UPON THE FILING OF THE FINANCING STATEMENTS
WITH SDAT, THE SECURITY INTEREST WILL BE PERFECTED AS TO THAT PORTION OF THE
ARTICLE 9 COLLATERAL IN WHICH A SECURITY INTEREST MAY BE PERFECTED BY THE FILING
OF A FINANCING STATEMENT WITH SDAT UNDER THE MARYLAND UCC.
(5)
THE EXECUTION AND DELIVERY OF THE GUARANTOR
DOCUMENTS AND THE PERFORMANCE OF THE GUARANTOR'S OBLIGATIONS UNDER THE GUARANTOR
DOCUMENTS WILL NOT CONFLICT WITH THE FILED PARTNERSHIP DOCUMENTS OR THE
PARTNERSHIP AGREEMENT OF THE GUARANTOR.
4
V.
QUALIFICATIONS
In addition to the qualifications set forth above, the opinions set forth herein
are also subject to the following qualifications:
(I)
WE EXPRESS NO OPINION WITH RESPECT TO
(A) THE TITLE TO OR THE RIGHTS OR INTEREST OF THE GUARANTOR IN THE ARTICLE 9
COLLATERAL, (B) THE ADEQUACY OF THE DESCRIPTION OF THE ARTICLE 9 COLLATERAL, OR
(C) THE CREATION, ATTACHMENT, PRIORITY, OR, EXCEPT AS EXPLICITLY SET FORTH
HEREIN, PERFECTION OF ANY LIENS THEREON AND/OR SECURITY INTERESTS THEREIN.
SUCH
OPINIONS ARE GIVEN ONLY TO THE EXTENT SET FORTH IN OPINION PARAGRAPH (4) AND ARE
SUBJECT TO THE ADDITIONAL ASSUMPTIONS, QUALIFICATIONS AND LIMITATIONS APPLICABLE
TO SUCH OPINION AS SET FORTH HEREIN.
(II)
AS TO THE DUE FILING OF THE FINANCING
STATEMENTS WITH SDAT, YOU ARE NOT RELYING UPON THIS FIRM TO EFFECT SUCH FILING
AND WE ASSUME THAT THE FINANCING STATEMENTS HAVE BEEN OR WILL BE PROPERLY FILED
AND INDEXED.
(III)
WE EXPRESS NO OPINION AS TO WHETHER THE
GUARANTOR IS A "REGISTERED ORGANIZATION" (AS SUCH TERM IS DEFINED IN THE NY UCC
AND/OR THE MD UCC) OR AS TO WHETHER THE GUARANTOR IS LOCATED IN MARYLAND WITHIN
THE MEANING OF THE NY UCC AND/OR THE MD UCC.
VI.
LIMITATIONS
(A)
WE EXPRESS NO OPINION AS TO THE LAWS OF ANY
JURISDICTION OTHER THAN THE LAWS OF THE STATE OF MARYLAND.
WE EXPRESS NO
OPINION AS TO THE PRINCIPLES OF CONFLICT OF