(i) the [describe credit document] dated ___________, between the Borrower and ______________________________ (the "Lender"), the Deed of Trust dated ___________________ from the Borrower to ________________________________ and _________________________, as trustees, the Promissory Note dated _______________ in the principal amount of $_______ from the Borrower to the order of the Lender, the Assignment of Rents dated _____________ from the Borrower to the Lender, the Uniform Commercial Code financing statements signed by the Borrower (the "Financing Statements"), and the Guaranty Agreement dated _____________ from the Guarantor for the benefit of the Lender (collectively, the "Loan Documents");

(ii) the charter and bylaws of the Borrower;

(iii) the records of the proceedings and actions of the Board of Directors of the Borrower with respect to the transactions between the Borrower and the Lender contemplated by the Loan Documents;

(iv) a certificate of the Maryland State Department of Assessments and Taxation dated _____________ to the effect that the Borrower is duly incorporated and existing under the laws of the State of Maryland;

(v) certificates of each of the Borrower and the Guarantor to the effect that the representations made by or on behalf of the Borrower or the Guarantor (as the case may be) in the Loan Documents are accurate and complete;

(vi) certificates of each of the Borrower and the Guarantor identifying any governmental programs to which the Borrower or the Guarantor is subject and identifying whether the Borrower or the Guarantor is engaged in or operates in a regulated industry;

(vii) certificates of each of the Borrower and the Guarantor identifying all judicial and governmental judgments, orders, injunctions, decrees, and arbitration awards outstanding against the Borrower or the Guarantor (as the case may be) and all judicial and governmental actions, suits, and proceedings, and all arbitrations and mediations, pending or threatened against the Borrower or the Guarantor (as the case may be) or any of their properties;

(viii) certificates of each of the Borrower and the Guarantor identifying all indentures, mortgages, deeds of trust, security agreements, leases, contracts, and other agreements and instruments to which the Borrower or the Guarantor (as the case may be) is a party and the violation, breach, or default of which could have a material adverse effect on the Borrower's or the Guarantor's business or financial condition (the "Identified Borrower Contracts" and the "Identified Guarantor Contracts");

(ix) reports by [search firm] of financing statements filed with respect to the Borrower and the Guarantor in the jurisdictions and as of the dates indicated in such reports (the "Reported Financing Statements");

(x) reports by [search firm] of judgments, orders, and decrees outstanding against, actions, suits, or proceedings pending against, and tax liens filed with respect to the Borrower or the Guarantor in the jurisdictions and as of the dates indicated in such reports;

[(xi) list other documents and certificates relied upon; and]

(xii) such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the limitations, assumptions, and qualifications noted below.

(a) each of the parties thereto (other than the Borrower and the Guarantor) has duly and validly executed and delivered each instrument, document, and agreement executed in connection with the Loan to which such party is a signatory, and such party's obligations set forth therein are its legal, valid, and binding obligations, enforceable in accordance with their respective terms;

(b) each person executing any such instrument, document or agreement on behalf of any such party (other than the Borrower and the Guarantor) is duly authorized to do so;

(c) each natural person executing any such instrument, document or agreement is legally competent to do so;

(d) there are no oral or written modifications of or amendments to the Loan Documents, and there has been no waiver of any of the provisions of the Loan Documents, by actions or conduct of the parties or otherwise;

(e) all tangible personal property collateral of the Borrower in which a security interest is granted under the Loan Documents which can be perfected by the filing of one or more financing statements (other than goods of a type normally used in more than one jurisdiction) is located in Maryland, the Borrower's chief executive office is located in Maryland, and the Borrower has a place of business in the following Maryland counties (include Baltimore City if applicable): ;

(f) all documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies conform to the original document, all signatures on all documents submitted to us for examination are genuine, and all public records reviewed are accurate and complete.

(g) the Reported Financing Statements constitute the only financing statements on file against the Borrower among the financing statement records identified in such reports as of the date of this opinion and as of the date the Financing Statements are duly filed;

(h) all descriptions of property in which a security interest subject to the Maryland Uniform Code is created under the Loan Documents, as contained in the Loan Documents and in all Financing Statements, reasonably identify the property described or intended to be described; and

(i) value has been given for all security interests and liens created under the Loan Documents.

(a) in which the Borrower currently has rights within the meaning of Section 9-203(1)(c) of the Maryland Uniform Commercial Code,

(b) in which a security interest subject to Article 9 of the Maryland Uniform Commercial Code is granted under the Loan Documents which may be perfected by the filing of financing statements, and

(c) as to which one or more financing statements naming "ABC Corporation" as debtor are required to be on file at the time of the filing of the Financing Statements among the financing statement records of (the "Filing Offices") in order that any security interest in such property granted pursuant to Article 9 of the Maryland Uniform Commercial Code may be perfected at such time by filing, upon the due filing in each of the Filing Offices of one of the Financing Statements, duly completed and executed, the security interests in such property created under the Loan Documents will have been perfected and will have priority, at the time of such filing of the Financing Statements, over any other security interests in such property perfected by filing at such time [except for the security interests publicized by some or all of the Reported Financing Statements].

(i) We express no opinion with respect to title to any property, nor do we express any opinion with respect to the existence of encumbrances upon any property or the attachment, validity, perfection, or priority of any security interests or liens purported to be created under the Loan Documents, except as set forth in Paragraph 7 of this opinion. We understand that, with respect to real property, you are relying exclusively on title insurance with regard to these matters.

(ii) We express no opinion on the perfection of any lien or security interest except as expressly stated herein.

(iii) We express no opinion with respect to any security interest created under the Loan Documents which purports to secure any present or future obligations or liabilities of the Borrower to the Lender (other than the obligations and liabilities of the Borrower to the Lender created or arising under the Loan Documents) that are determined, in the case of obligations or liabilities of the Borrower to the Lender created in the future, not to constitute "future advances" within the meaning of Section 9-204(3) of the Maryland Uniform Commercial Code, are determined not to have been within the contemplation of the Borrower and the Lender at the time the Loan Documents were executed, or are determined not to be of the same character or class as the obligations and liabilities of the Borrower to the Lender created or arising under the Loan Documents.

(iv) We express no opinion with respect to the effect of subsequently filed financing statements on the priority of any security interest perfected by the filing of the Financing Statements.

(v) We express no opinion as to the laws of any jurisdiction other than the laws of the State of Maryland and the laws of the United States of America. The opinions expressed herein concern only the effect of the laws (excluding the principles of conflict of laws) of the State of Maryland and the United States of America as currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof.