In reaching the opinions set forth below, we have assumed, without independent investigation or inquiry, that:
| i. | each natural person executing any of the Documents is legally competent to do so; |
| ii. | each person executing any of the Documents on behalf of a party is, except with respect to the Operating Partnership, duly authorized to do so; |
| iii. | any of the Documents submitted to us as originals are authentic; any of the Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents; and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise; |
| iv. | the Officers’ Certificate and all other certificates submitted to us are true and correct both when made and as of the date hereof; |
| v. | the Operating Partnership has not, and is not required to be, registered under the Investment Company Act of 1940; |
| vi. | the Notes will be issued under, and subject to the terms of, the Indenture; and |
| vii. | the Notes will be issued in book-entry form, represented by the Global Notes, and will be authenticated by the Trustee in accordance with and subject to the terms of the Indenture. |
Our review has been limited to examining (i) the Documents and (ii) the applicable Michigan law, and we express no opinion on the laws of any other jurisdiction or any other law which may be applicable. With respect to the opinions in paragraphs 2 and 3 below, insofar as they implicate Maryland law, we have relied solely upon the opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, a Professional Corporation, Baltimore, Maryland, and have not made any independent investigation of Maryland law.
Based upon, subject to and limited by the foregoing, we are of the opinion that, as of the date hereof:
1. The Operating Partnership has been duly organized and is validly existing as a limited partnership and, based solely on the Good Standing Certificate, is in good standing with the Michigan Department as of the date of the Good Standing Certificate.
2. The Operating Partnership has the power to issue the Notes.
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