[DATE]

[COMPANY]

[ADDRESS]

Attn: [INDIVIDUAL]

Re: Federal Investment Tax Credit Transfer Agreement

I have acted as in house General Counsel to (i) [COMPANY], a California limited liability company (“Transferor 1”), (ii) [COMPANY], a California limited liability company (“Transferor 2”), (iii) [COMPANY], a California limited liability company (“[COMPANY]”), (iv) [COMPANY], a California limited liability company (“[COMPANY]”), (v) [COMPANY], a California limited liability company (“[COMPANY]”), (vi) [COMPANY], a California limited liability company (“GP”), (vii) [COMPANY], a California limited liability company (“[COMPANY]”), and (viii) [COMPANY], a California limited liability company (“[COMPANY]” and, together with Transferor 1, Transferor 2, [COMPANY], [COMPANY], [COMPANY], GP, and [COMPANY], the “Opinion Parties”) and in such capacity have advised the Opinion Parties in connection with the execution and delivery of the following agreements (collectively, the “Transaction Documents”):

Tax Credit Transfer Agreement (the “Transfer Agreement”) dated as of the date hereof by and between [COMPANY], Inc., a North Dakota corporation (“Transferee”), Transferor 1, and Transferor 2;

The following Forbearance Agreements:

The Forbearance Agreement dated as of the date hereof by and among [COMPANY], [COMPANY], [COMPANY], [COMPANY], [COMPANY], and Transferor 2;The Forbearance Agreement dated as of the date hereof by and among [COMPANY], [COMPANY], GP, and Transferor 2; and

The Forbearance Agreement dated as of the date hereof by and among [COMPANY], [COMPANY], and Transferor 2.I am familiar with each Opinion Party’s Articles of Organization and limited liability company agreement, as amended and in effect as of the date hereof (“Opinion Party Organizational Documents”). I have examined the resolutions of the members of Transferor 1 and Transferor 2 relating to the Transaction Documents (“Resolutions”).

I have also examined and relied upon certificates issued by the Secretary of State of the State of [STATE] in [DATE] as to the formation, legal existence, and good standing of the Opinion Parties. In rendering the opinion expressed in numbered Paragraph 1 below with respect to the legal existence and good standing of the Opinion Parties, I have relied solely upon the certificates listed above, the Opinion Party Organizational Documents, and the Resolutions, and such opinion is expressed as of the date hereof. I express no opinion herein as to the tax good standing of the Opinion Parties in any jurisdiction.

In rendering the opinions expressed below, I express no opinion other than as to the laws of [STATE] and the Limited Liability Company Act of the State of [STATE].I note that the Transfer Agreement purports to be governed by the laws of the State of [STATE]. The undersigned is admitted to the bar in [STATE], [STATE], and [STATE] and not an expert on the laws of the State of [STATE]. The opinion in paragraph 3 below is given as if the Transfer Agreement was governed by the internal law of [STATE].Based upon and subject to the foregoing, I am of the opinion that: