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<br />~_. <br /> <br /> <br />, AGRO, WALES & ROBBINS, L.L.C. <br /> <br /> <br />I. I express no opinion as to the legality, validity, binding nature or enforceability (i) of <br />provisions in the Amendment indemnifying a party, to the extent such provisions may be <br />held unenforceable as contrary to public policy, (ii) of any provision of any Loan <br />Document insofar as it provides for the payment or reimbursement of costs and expenses <br />or indemnification for claims, losses or liabilities in excess of a reasonable amount <br />determined by any court or other tribunal or (iii) regarding the Lender's ability to collect <br />attorneys' fees and costs in an action involving the Amendment, if the Lender is not the <br />prevailing party in such action. <br /> <br />J. I express no opinion with respect to the legality, validity, binding nature or enforceability <br />of any waivers contained in the Amendment. <br /> <br />K. I express no opinion as to any provision of the Amendment requiring written amendments <br />or waivers of such documents insofar as it is suggested that oral or other modifications, <br />amendments or waivers could not be effectively agreed upon by the parties or that the <br />doctrine of promissory estoppel might not apply. <br /> <br />L. I express no opinion as to the effect of any laws of the United States or any federal <br />regulation with respect to any of the Amendment, the Loan, or the Property. <br /> <br />M. I have made no independent examination of and do not opine as to the physical condition <br />of the Property, whether real or personal, affected by any of the Amendment. In addition, I <br />express no opinion as to whether the Property includes any surface minerals, mineral or <br />water rights of any kind. <br /> <br />N. I assume no responsibility for accounting matters or for numerical calculations or <br />information. In addition, at our client's request, I have assumed no responsibility for tax <br />matters or advice. <br /> <br />W. My opinion set forth herein is subject to the qualification that certain provisions of the <br />Amendment may be unenforceable, but such unenforceability will not, subject to the other <br />exceptions, qualifications and limitations in this Opinion, render the Amendment invalid <br />as a whole or substantially interfere with Lender's realization of the principal benefits <br />provided by the Amendment. <br /> <br />Please feel free to call me if you have any questions. <br /> <br />Sincerely, <br />