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| | 1801 N. Highland Avenue Tampa, Florida 33602 (813) 224-9255 (813) 223-9620 www.bushross.com Mailing Address: Post Office Box 3913 Tampa, Florida 33601-3913 |
December 8, 2023
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Ministry Partners Investment Company, LLC | |
Re: | 2024 Class A Debt Certificates |
Gentlemen:
We have acted as general counsel for Ministry Partners Investment Company, LLC, a California limited liability company (the “Company”), in connection with the offering of the Company’s 2024 Class A Debt Certificates (the “Certificates”) in the aggregate amount of up to $200,000,000 (the “Offering”) which are to be issued under the 2024 Class A Debt Certificates Trust Indenture (the “Indenture”), in the manner described in the Form S-1 filed with the U.S. Securities and Exchange Commission on November 17, 2023. This letter is submitted as part of that filing.
I. Document Review; Certain Assumptions
In connection with the Offering, we have examined and are familiar with copies of the following (collectively, the “Offering Documents”):
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December 8, 2023
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We have examined such other agreements, instruments, and other documents, including meeting minutes and consents of the Company’s management regarding the authorization of the execution and delivery of the Indenture and such certificates of officers of the Company and of public officials, and have made such examinations of law as we have deemed necessary or appropriate for the purposes hereof. As to certain factual matters, but not conclusions of law, we have relied upon the representations and warranties of the parties to the Offering Documents and certificates of public officials.
In rendering the opinion set forth herein, with your permission, we have assumed:
In rendering the opinion expressed herein, we have assumed without investigation that (i) the Trustee under the Indenture (the “Trustee”) has the power, corporate or other, to enter into and perform its obligations under the Indenture; (ii) the Indenture has been duly authorized, executed and delivered by the parties thereto in substantially the form filed as an exhibit to the Registration Statement and reviewed by us and is a valid and binding obligation of the Trustee; (iii) the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended; and (iv) each purchaser of each Certificate respectively has the legal capacity or power,
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December 8, 2023
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corporate or other, to enter into and perform its obligations under the purchase agreement for each Certificate (the “Investor Agreement”)..
We are members of the Bar of the State of Florida, and for purpose of this opinion, do not express any opinion as to the laws of any jurisdiction other than to the extent applicable, the provisions of the California Revised Uniform Limited Liability Act and laws of the United States of America.
This opinion letter is delivered solely for your benefit and may not be quoted in whole or in part, referred to, filed with any governmental agency (other than in connection with certain blue sky filings) or otherwise used or relied upon by any other person or for any other purpose without our prior written consent. We consent to the inclusion of our firm’s name in the Company’s Registration Statement dated December 17, 2023 and filing of this opinion as an exhibit to the Registration Statement and any pre-effective amendment filed pursuant to such Registration Statement.
This opinion is based upon the facts and assumptions set forth above. If any of those facts should change or assumptions should prove incorrect, our opinions may not be relied upon. This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.
II. Opinions
Based upon the foregoing and subject to the other assumptions, exceptions, limitations and qualifications stated herein, we are of the opinion that:
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December 8, 2023
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III. Qualifications
The opinions expressed herein are subject to the following additional exceptions, limitations and qualifications:
The opinions contained herein are limited to the matters expressly stated herein, and no opinion may be implied or inferred beyond those expressly stated. The foregoing opinions are rendered as of the date hereof and we make no undertaking and expressly disclaim any duty to supplement or update any such opinion, if, after the date hereof, facts or circumstances come to our attention or changes in the law occur that could affect such opinion.
This opinion is furnished to you solely for your benefit in connection with the consummation of the transactions contemplated by the Offering Documents and may not be relied upon by any other person or entity, other than your successors and assigns, or for any other purpose without our express, prior written consent. This opinion many not be used, circulated, quoted or otherwise referred to for any other purpose without our prior express written consent, or used in any other transaction.
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December 8, 2023
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Sincerely,
BUSH ROSS, P.A.
By: /s/ Randy K. Sterns
Randy K. Sterns