Re:
Premises:
Dear
We have acted as counsel to
,
a New York
( the "Borrower) and
(collectively the “Guarantors") in connection with the $
mortgage loan of even date
herewith from
(the “Bank”) to the Borrower as
evidenced by the following checked documents (referred to collectively as the "Documents"):
(a)
the Mortgage Note of even date herewith from the Borrower to the Bank (the
"Note");
(b)
the Mortgage of even date herewith from the Borrower to the Bank (the
"Mortgage");
(c)
the Consolidation, Modification and Extension Agreement of even date
herewith between the Borrower and the Bank which consolidates, modifies and
extends the Note and Mortgage and certain other notes and mortgages more fully
described in said agreement (the "Consolidation Agreement");
(d)
the Modification and Extension Agreement of even date herewith between
the Borrower and the Bank which modifies and extends the note and mortgage
more fully described in said agreement (the "Modification Agreement"):
(e)
the Assignment of Lessor’s Interest in Lease(s) of even date herewith from
the Borrower to the Bank (the "Assignment");
(f)
the Guarantees of the Borrower’s obligations to the Bank of even date
herewith from each of the Guarantors to the Bank (the "Guarantees")
We have examined the Documents and have examined the originals, or copies certified or
otherwise identified to our satisfaction, of such documents,
records, certificates and instruments as
in our judgment are necessary or appropriate to enable us to render the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity