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,a 4 <br />THE MOORE LAW FIRM, L.L.P. <br />ATTORNEYS AT LAW <br />100 NORTH MAIN STREET <br />PARIS, TEXAS 75460-4222 <br />Bill Payne <br />A.W.CIem * <br />James R. Rodgers <br />Judy Aodgkiss <br />Stephen Walker (Attorney - Mediator) <br />Nikki D. Miller <br />*Board Certified - Residential Real Estate <br />September 1, 2011 <br />Capital One, N.A. <br />Attn: Mr. Erik Roddy <br />P. O. Box 9779 <br />2800 Lamar Avenue <br />Paris, Texas 75460 <br />Gentlemen: <br />ffi DRAFT <br />W.F. Moore (1868-1956) <br />Hardy Moore(1906-2001) <br />9031784-4393 <br />FAX 903/785-0312 <br />EMAIL: awc1em(@moorefirm.com <br />FAX - A W C: 903/784-8092 <br />We have acted as special counsel to Capital One, N.A. (the "Bank") in connection with a loan (the <br />"Loan") by the Bank to the Paris Economic Development Corporation, A Texas Non-Profit <br />Corporation (the `Borrower"). We have either prepared or examined the documents (the "Loan <br />Documents") executed in connection with the Loan (the "Loan Documents"). The Loan <br />Documents are more particularly described in Exhibit "A" attached hereto and made a part hereof <br />for all necessary purposes. Further, the opinion of Borrower's attorney has been examined and is <br />relied upon in giving this opinion. <br />If the Borrower, any guarantor of the Loan ("a Guarantor"), or any third party providing collateral <br />for the Loan (a "Third Party Grantor") is a partnership, we have examined the original or certified <br />copies of the contract or articles of partnership of such party, and all amendments and modifications <br />to such document. If the Borrower, any Guarantor, ar any Third Party Grantor is a corporation, we <br />have examined the charter or articles of incorporation of such party, and all amendments and <br />modifications to such document. We have examined such other certificates, documents and <br />instruments, have made such other inquiries with respect to the Loan, the Borrower, any Guarantor, <br />and any Third Party Grantor and have reviewed such matters of law, public records, and corporate <br />documents as we have deemed necessary or appropriate for purposes of this opinion. <br />Based on the foregoing, insofar as the laws of the State of Texas are applicable, we are of the opinion <br />that: <br />1. If the Borrower, any Guarantor, or any Third Party Grantor is a partnership or a corporation, <br />each such Borrower, Guarantor, or Third Party Grantor is duly organized, validly existing, <br />and in good standing under the laws of the jurisdiction of its organization, and is duly <br />qualified to do business and is in good standing in each other jurisdiction where such <br />qualification is necessary for the legality, validity and enforceability of each of the Loan <br />Documents. EXH I 6 I~,~~ s~~ <br />s~'. 118 <br />