Common use of Opinion of Counsel Clause in Contracts

Opinion of Counsel. The Representative shall have received an opinion, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that: (a) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.

Opinion of Counsel. The Representative Investor shall have received an opinionopinion from the Company's counsel, dated as of the Firm Closing Dateand in a form and substance reasonably acceptable to the Investor, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that: (a) the The Company has been is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of CaliforniaWisconsin, and duly qualified the Company has the requisite corporate power and authority to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of own its properties or the and to conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companybusiness; (b) the The Company has the requisite corporate power and authority to own or lease its properties; to conduct its business as described in the Registration Statement execute, deliver and the Prospectus; to enter into perform this Agreement. This Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued duly executed and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly by an authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action officer of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws law affecting the enforceability rights of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws.creditors generally; (fc) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations capitalization of the Company entitled to is as set forth in this Agreement; (d) The certificates representing the rights Shares are in due and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants proper form and have been duly and validly authorized and reserved for issuance upon exercise executed by the officers of the Underwriter's Warrants Company named thereon; (e) The execution, delivery, performance and when issued upon such exercise in accordance compliance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property this Agreement do not violate any provision of the Company is subject that are required to be described in the Registration Statement Company's Articles of Incorporation or the Prospectus and are not described therein, By-laws and, to the best knowledge of such counsel's knowledge, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default underunder the provisions of any judgment, any indenturewrit, mortgagedecree, deed of trust, lease order or other agreement or instrument, known to such counsel, to which the Company is a party or by which it is bound, which conflict or default would be materially adverse to the Company. (f) All consents, approvals, orders or authorizations of, and all qualifications, registrations, designations, declarations, or filings with, any federal or Wisconsin governmental authority required to be made prior to the Closing in connection with the consummation of the transactions contemplated by this Agreement have been obtained, and are effective, as of the Closing and such counsel is not aware of any proceedings, or threat thereof, which question the validity thereof; (g) Based in part upon the representations of the Investor set forth in this Agreement, the offer and sale of the Shares pursuant to the terms of this Agreement are exempt from the registration requirements of Section 5 of the Securities Act and from any state qualification requirements of the Company's state of incorporation and principal place of business; (h) Such counsel is not aware of any action, proceeding or investigation pending against the Company or any of its properties are boundofficers, directors, or employees, or that any of the foregoing has received any threat thereof, which questions the validity of this Agreement, or the Articles right of Incorporation the Company or Bylaws its officers or directors to enter into this Agreement or which might result, either individually or in the aggregate, in any material adverse change in the assets, conditions, affairs, or prospects of the Company nor is such counsel aware of any litigation pending against the Company or any of its officers, directors or employees, or that any of the foregoing has received any threat thereof, by reason of the proposed activities of the Company, the past employment relationships of its officers, directors or employees, or negotiations by the Company or any statute of its officers, directors or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made employees with possible investors in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement Company or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amendedits business; and (mi) such counsel shall also The Shares have been duly and validly authorized and issued (including, without limitation, issued in compliance with applicable federal and state that they have no reason securities laws), fully paid and non-assessable and not subject to believe that the Registration Statementany preemptive rights, liens, claims or encumbrances, or other restriction on transfer, except as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary set forth in order to make the statements therein, in light this Agreement and Article XII of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as Company's Bylaws pertaining to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as Company's right of first refusal with respect to matters transfers of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3common stock.

Opinion of Counsel. The Representative shall have received an opinion, dated At the Firm Closing Effective Date, you shall receive the favorable opinion of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, dated the Effective Date, addressed to you substantially to the effect that: (ai) the Company has been duly organized incorporated and is validly existing exists as a corporation in good standing under the laws of the State of California, Maryland and is duly qualified to transact do business as a foreign corporation and is in good standing under the laws in each other jurisdiction in which it owns or leases property of all other jurisdictions where the ownership a nature, or leasing transacts business of its properties or the conduct of its business requires a type, that would make such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companyqualification necessary; (bii) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when after being duly issued and delivered to and paid for pursuant to this Agreementsold in accordance with the terms set forth in the Registration Statement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the non-assessable Shares; and no holders of securities holder thereof is or will be subject to personal liability for the obligations of the Company solely by reason of being such a holder; such Shares are entitled not subject to have the preemptive rights of any stockholder of the Company, and all corporate action required to be taken for the authorization, issue and sale of such securities registered under the Registration StatementShares has been validly and sufficiently taken; (diii) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have has been duly authorized and validly authorized, executed and delivered by all necessary corporate action or on behalf of the Company and each of this Agreement constitutes the valid, binding and the enforceable agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except except: (A) as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of relating to creditors' rights generally generally; (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity and, with respect to this Agreement, except as the court before which any proceedings may be brought; and (C) that rights to indemnify and contribution hereunder indemnity may be limited by applicable federal or state securities laws or the public policy underlying such laws.; (fiv) The Underwriter's Warrants will conform the Registration Statement is effective under the Securities Act and, to the description thereof best of such counsel's knowledge, no stop order has been issued nor are proceedings for a stop order pending or threatened under the Securities Act; (v) the Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company and the Advisor and constitutes the valid, binding and enforceable agreement of the Company and the Advisor except: (A) as may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings may be brought; (vi) to the best of such counsel's knowledge and information, there is no litigation or governmental proceeding pending or threatened against the Company which might materially and adversely affect the business, properties, condition (financial or otherwise) or earnings of the Company, except as referred to in the Prospectus, and no consent, approval, authorization, registration, qualification, license or order of any court, regulatory or other governmental agency or body is required in connection with the consummation of the transactions contemplated by this Agreement or the Registration Statement and the Prospectus, except such as may be necessary under the Securities Act or state "blue sky" or securities laws in connection with the Offering or such as may have been previously obtained; (vii) neither the execution and when issued and paid for in accordance delivery of this Agreement or the Advisory Agreement nor compliance with the terms and provisions hereof or thereof will, and consummation of the agreement representing the Underwriter's Warrants, will constitute legal, valid transactions contemplated herein and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus do not and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregatewill not, result in any material adverse change in the business, prospects, financial condition or results of operations violation of the Company; (h) no contract Articles or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuancebylaws, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach of or violation default (or an event which with the giving of notice or lapse of time or both would constitute a default) under, any of the terms and terms, provisions ofor conditions of any statute, order, judgment, writ, injunction, decree, agreement, rule, regulation, instrument or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, organizational document known to such counsel, to which the Company is a party or or, to the best of such counsel's knowledge and information, by which the Company or any of its properties are is bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (jviii) the Advisor has been duly formed and validly exists as a limited partnership in good standing under the laws of the Commonwealth of Pennsylvania as a limited partnership with full power and authority to conduct the business in which it proposes to engage as described in the Prospectus and is duly qualified to do business and is in good standing in each other jurisdiction in which it transacts business of a type that would make such qualification necessary; (ix) ▇▇▇▇▇ Financial Corporation has been duly incorporated and validly exists as a corporation in good standing under the laws of the Commonwealth of Pennsylvania with full power and authority to conduct the business in which it engages as described in the Prospectus. ▇▇▇▇▇ Financial Corporation is duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property of the nature or transacts business of a type, that would make such qualification necessary; (x) the statements in the Prospectus under the captions "Risk Factors -- Failure to qualify as a REIT could adversely affect our operations and ability to make distributions," "Description of Shares" and "United States Federal Income Tax Considerations" insofar as they are, or refer to, statements of law or legal conclusions, are correct and fairly present the information required to be shown therein; and (xi) at the time the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner was filed and within at the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commissionit initially became effective, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained the prior performance tables included therein, as to which such counsel need express no opinionopinion is rendered) comply complied as to form in all material respects with the applicable requirements of the Securities Act and the Rules Regulations and Regulations; (l) nothing came to such counsel's attention which would lead such counsel to believe that either the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in Registration Statement or the Prospectus, will not be required as a result of at the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that time they have no reason to believe that the Registration Statement, as of its effective dateinitially became effective, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that . In rendering the opinions set forth above, counsel may rely, as to matters of law of states other than Pennsylvania, upon the opinions of other counsel, in each case satisfactory in form and substance to you, and counsel shall state such counsel need not express any opinion as opinions are satisfactory in form and scope to the financial statements them and other financial and statistical information contained therein. In rendering any such opinion, such counsel that they believe you may rely on them, and as to matters of fact, to the extent such counsel deems properupon communications, on statements and certificates of responsible from public officials, and certifications and statements from officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3Company.

Opinion of Counsel. The Representative Acquired Corporation shall have received an opinion, dated the Firm Closing Date, opinion of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angelescounsel to Buyer, California counsel for dated as of the CompanyClosing, substantially to the effect that: , on the basis of the facts, representations and assumptions set forth in the opinion, (ai) the Company has been Buyer is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of CaliforniaDelaware, with full corporate power and duly qualified authority to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect carry on the Company; business in which it is engaged, (bii) the Company has execution and compliance with the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into terms of this Agreement do not and to carry out all will not violate or conflict with any provision of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrantsCertificate of Incorporation or Bylaws, or other rights calling for binding contracts, agreements, orders, instruments, etc. of the issuance ofBuyer, (iii) the Agreement has been duly adopted and approved by the board of directors and stockholders of Buyer in accordance with its Certificate of Incorporation and Bylaws, (iv) the Agreement has been duly and validly executed by Buyer and is enforceable in accordance with its terms against Buyer, and no commitment(v) the amount of authorized stock of Buyer along with the number of shares of stock issued and outstanding as of March 31, plan or arrangement to issue or register2006, any share of that the capital stock of the Company; all of the Buyer issued and outstanding were duly issued and fully paid and nonassessable, and that shares of capital stock issued as contemplated by this Agreement will be, upon issuance and delivery under the Agreement, duly authorized, validly issued, registered under the Securities Act of the Company have been duly authorized 1933, and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued nonassessable and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized listed for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreementNASDAQ. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such Such counsel may rely as to matters of fact, to the extent such counsel deems proper, on representations and certificates of responsible officers and directors of the Company Buyer and certificates of public officials. The foregoing opinion may of counsel for Buyer shall also be limited subject to the laws of the United States, the laws of the State of California reasonable and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3customary qualifications.

Opinion of Counsel. The On the Closing Date, the Representative shall have received an opinionthe favorable opinion of Loeb, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for addressed to the Company, substantially Representative and in form and substance satisfactory to MZRL to the effect that: (ai) the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of its any properties or the conduct character of its business operations requires such qualificationqualification or licensing, except where the failure to be so qualified qualify would not have a material adverse effect on the Company;. (bii) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement All issued and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; the Shares holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company Certificate or Bylaws. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized and outstanding capital stock of the Company is as described in the Sale Preliminary Prospectus and the Prospectus. The Securities conform to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. (iii) The Securities have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreementfor, will be validly issued, fully paid and nonassessablenon-assessable; the shares holders thereof are not and will not be subject to personal liability by reason of capital stock being such holders. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company have been duly authorized for quotation on arising by operation of law or under the Nasdaq SmallCap Market; no holders Certificate of outstanding shares Incorporation, as amended, or Bylaws of capital stock the Company. When issued, the Warrants, the Representative's Purchase Option and the Representative's Warrants will constitute valid and binding obligations of the Company are entitled as such to any preemptive or other rights to subscribe for any of issue and sell, upon exercise thereof and payment therefore, the Shares; number and no holders type of securities of the Company called for thereby and such Warrants, the Representative's Purchase Option and the Representative Warrants, when issued, in each case, are entitled to have such securities registered under the Registration Statement; (d) the capital stock of enforceable against the Company conformsin accordance with their respective terms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; except (ea) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting the enforceability of creditors' rights generally and subject to general principles generally, (b) as enforceability of equity and, with respect to this Agreement, except as rights to indemnify and any indemnification or contribution hereunder provision may be limited by applicable under the federal or and state securities laws. , and (fc) The Underwriter's Warrants will conform that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the description thereof in equitable defenses and to the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms discretion of the agreement court before which any proceeding therefore may be brought. The certificates representing the Underwriter's Warrants, will constitute legal, valid Securities are in due and binding obligations of the Company entitled to the rights and benefits of such agreementproper form. The certificates representing the Representative Securities are in due and proper form. A sufficient number of shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued the Representative Warrants. The shares of Common Stock underlying the Warrants and the Representative Warrants will, upon such exercise in accordance with the terms of the agreement representing Warrants and the Underwriter's Representative Warrants at and payment of the exercise price therein providedthereof, will be duly and validly issued, fully paid and non- non-assessable and free will not have been issued in violation of or subject to preemptive rightsor, to such counsel's knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (giv) no legal or governmental proceedings are pending to which the Company is a party or to which the property The Placement Warrants constitute valid and binding obligations of the Company is to issue and sell, upon exercise thereof and payment therefore, the number and type of securities of the Company called for thereby, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise of the Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or, to such counsel's knowledge, similar rights that are entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (v) The Company has full right, power and authority to execute and deliver this Agreement, the Warrant Agreement,, the Trust Agreement, the Placement Unit Purchase Agreement, the Financial Advisory Services Agreement, and the Escrow Agreement and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Warrant Agreement, the Services Agreements, the Trust Agreement, the Placement Unit Purchase Agreement and the Escrow Agreement and consummation of the transactions contemplated by the Underwriting Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and as described in the Registration Statement and the Prospectus have been duly and validly taken. (vi) This Agreement, the Warrant Agreement, the Representative's Purchase Option, the Services Agreement, the Trust Agreement, the Placement Unit Purchase Agreement, the Financial Advisory Services Agreement, and the Escrow Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (vii) The Insider Letters, the Placement Unit Purchase Agreement and the Escrow Agreement have been duly authorized, executed and delivered by the Initial Stockholders (or, if applicable, their affiliates) party thereto and constitute the valid and binding obligations of such Initial Stockholders enforceable against them in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (viii) The execution, delivery and performance of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Escrow Agreement, the Trust Agreement and, the Financial Advisory Services Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not, with or without the giving of notice or the lapse of time, or both, (a) to such counsel's knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or the Bylaws of the Company, or (c) to such counsel's knowledge, violate any statute or any judgment, order or decree, rule or regulation applicable to the Company of any court, domestic or foreign, or of any federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, its properties or assets. (ix) The Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities and each agreement filed as an exhibit to the Registration Statement conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No statute or regulation required to be described in the Registration Statement or the Prospectus and are is not described thereinas required, and, to the best knowledge nor are any contracts or documents of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit exhibits to the Registration Statement that is not so described therein or filed as required;. (ix) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the The Registration Statement is effective under the Act. To such counsel's knowledge, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted oror are pending or threatened under the Act or applicable state securities laws. To such counsel's knowledge, neither the Company nor any of its affiliates has, prior to the knowledge date hereof, made any offer or sale of such counsel, any securities which are threatened required to be "integrated" pursuant to the Act or contemplated by the Commission;Regulations with the offer and sale of the Securities pursuant to the Registration Statement. (kxi) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Representative at which the contents of the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus and each or any amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statementthereto, as of its effective date, the date of such opinion contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided misleading (it being understood that in each case such counsel need not express any no opinion as with respect to the financial statements and schedules and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to data included in the Registration Statement or Prospectus). (xii) To such counsel's knowledge, there is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is required to be described in the Registration Statement. (xiii) No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any judicial, regulatory or other legal or governmental agency or body is required for the execution, delivery and performance of the Underwriting Agreement or consummation of the transactions contemplated by the Underwriting Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus Prospectus, except for; (a) such as may be required under state securities or blue sky laws in connection with the Section 7.2 shall include any amendment purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion); (b) such as have been made or supplement thereto at obtained under the date Securities Act; and (c) such as are required by the NASD. (xiv) The statements under the captions "Description of Securities" and Item 14 of Part II of the Registration Statement, insofar as such opinion. Such counsel shall permit ▇▇▇▇▇▇▇statements constitute a summary of the legal matters, Mesereau & Leids LLP documents or proceedings referred to rely upon therein, fairly present the information called for with respect to such opinion in rendering its opinion in Section 7.3legal matters, documents and proceedings.

Opinion of Counsel. The Representative Placement Agent shall have received an opinionreceive the opinion of acceptable counsel to the Company, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the CompanyClosing(s), substantially to the effect that: (aA) the Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the State of CaliforniaColorado, has all requisite corporate power and authority necessary to own or hold its respective properties and conduct its business and is duly qualified or licensed to transact do business as a foreign corporation and is in good standing under the laws of all other jurisdictions where in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be so qualified licensed would not have a material adverse effect on the CompanyMaterial Adverse Effect; (bB) each of this Agreement, the Company has Notes, the corporate power to own or lease its properties; to conduct its business as described in Warrants, the Registration Statement Agent's Warrants, the Fund Escrow Agreement, the Subscription Agreements, the Advisory Agreement and the Prospectus; M/A Agreement has been duly and validly authorized, executed and delivered by the Company, and is the valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to enter into this Agreement any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to carry out all of the terms and provisions hereof to be carried out by itgeneral equitable principles; (cC) the Company has an authorized authorized, issued and outstanding capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the ProspectusOffering Documents. To such counsel's knowledge, there are no outstanding warrants, options, warrantsagreements, convertible securities, preemptive rights or other commitments pursuant to which the Company is, or other rights calling for the issuance ofmay become, and no commitment, plan or arrangement obligated to issue or register, any share shares of its capital stock or other securities of the Company; all Company other than as set forth in the Offering Documents. All of the issued shares of capital stock of the Company have been duly authorized issued in connection with and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, subsequent to the statements set forth under the heading "DESCRIPTION OF SECURITIES" reverse merger in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants January1998 have been duly and validly authorized and reserved for issuance upon exercise issued, are fully paid and nonassessable and to such counsel's knowledge have not been issued in violation of the Underwriter's Warrants preemptive rights of any securityholder of the Company. The offers and when issued upon sales of such exercise securities were either registered under the Securities Act and applicable state securities laws or exempt from such registration requirements; (D) assuming (i) the accuracy of the information provided by the Subscribers in accordance the Subscription Documents and (ii) that the Placement Agent has complied with the requirements of section 4(2) of the Securities Act (and the provisions of Regulation D promulgated thereunder), the issuance and sale of the Units is exempt from registration under the Securities Act and Regulation D promulgated thereunder; (E) neither the execution and delivery of this Agreement, the Subscription Agreement, the Advisory Agreement or the M/A Agreement, nor compliance with the terms hereof or thereof, nor the consummation of the agreement representing transactions herein or therein contemplated, nor the Underwriterissuance of the Notes, the Warrants or the Agent's Warrants at Warrants, has, nor will, conflict with, result in a breach of, or constitute a default under the price therein providedArticles of Incorporation or By-laws of the Company, will be duly and validly issuedor any material contract, fully paid and non- assessable and free of preemptive rights. (g) no legal instrument or governmental proceedings are pending document known to such counsel to which the Company is a party party, or to by which the property of the Company is subject that are required to be described in the Registration Statement it or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected tois bound or violate any applicable law, orrule, if determined adversely regulation, judgment, order or decree known to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results us of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities agency or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which court having jurisdiction over the Company or any of its properties or business; (F) to the best of such counsel's knowledge, there are boundno claims, actions, suits, investigations or the Articles of Incorporation proceedings before or Bylaws of the Companyby any arbitrator, or any statute or any judgmentcourt, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted instrumentality pending or, to the knowledge of such counsel's knowledge, are threatened against or affecting the Company or involving the properties of the Company which might materially and adversely affect the business, properties or financial condition of the Company or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement, except as set forth in or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amendedOffering Documents; and (mG) such counsel shall also state that they has reviewed the Offering Documents and nothing has come to the attention of such counsel to cause them to have no reason to believe that the Registration Statement, as of its effective date, Offering Documents contained any untrue statement of a material fact required to be stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that (except for the Prospectusfinancial statements, notes thereto and other financial information and statistical data contained therein, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as no opinion). (H) there have been no claims asserted against the Company relating to the financial statements and other financial and statistical information contained therein. In rendering potential infringement of or conflict with any patents, trademarks, copyrights or trade secrets of others; such counsel has conducted a search for existing United States patents with claims that might cover the Company's technology and, in such counsel's opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the Company's technology does not infringe any United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3States patents.

Opinion of Counsel. The Representative Subscriber shall have received an opinionthe opinion of Shumaker, dated the Firm Closing DateLoop & Kendrick, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for to the Company, substantially to the effect t▇ ▇▇▇ ▇▇fect that: (a) the The Company has been is a corporation duly organized and is incorporated, validly existing as a corporation and in good standing under the laws of the State of CaliforniaDelaware. Each of the Company's operating subsidiaries is a corporation duly incorporated, validly existing and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all the state of its incorporation. The Company is duly qualified as a foreign corporation to do business and is in good standing in the State of Florida and in each other jurisdictions where jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be so qualified licensed would not have a material adverse effect on the CompanyMaterial Adverse Effect; (b) the The Company has the requisite corporate power and authority to own or lease execute, deliver and perform its properties; to conduct its business as described in obligations under this Subscription Agreement and each of the Registration Statement other Offering Documents, including issuance of the Notes and the Prospectus; to enter into this Agreement Warrants in accordance with the terms thereof. The execution and to carry out all delivery of the terms and provisions hereof to be carried out Offering Documents by it; (c) the Company has an authorized capital stock as set forth under Company, the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock performance of the Company; all of the shares of capital stock obligations of the Company have been duly authorized thereunder and validly issued and are fully paid and nonassessable; the Shares consummation by it of the transactions contemplated therein have been duly authorized by all necessary corporate action of the Company, Board and, when issued and delivered to and paid for pursuant to this Agreementthe extent required, will be validly issued, fully paid and nonassessable; by the shares of capital stock shareholders of the Company (other than the Company's obligation to comply with NASD Marketplace Rules). The Offering Documents have been duly authorized for quotation on executed and delivered by the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock Company. (c) The issuance and sale of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants Notes have been duly authorized. The Note Conversion Shares are duly authorized by all necessary corporate action of and reserved for issuance in accordance with the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the ProspectusOffering Documents, and when issued and paid for in accordance with the terms of Offering Documents, the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, Note Conversion Shares will be duly and validly issued, fully paid and non- non-assessable and free of all taxes, liens, charges and preemptive rightsrights with respect to the issue thereof. (d) Based in part upon, and subject to the accuracy as to factual matters of, the Subscribers' representations in Article I of this Subscription Agreement, the Notes may be issued to the Subscribers pursuant to the Offering Documents without registration under the Securities Act of 1933, as amended. (e) Other than the Company's obligation to comply with NASD Marketplace Rules, no authorization, approval, consent, filing or other order of any Federal or state governmental body, regulatory agency, self-regulatory organization or stock exchange or market, or to such counsel's knowledge, any court, is required to be obtained by the Company to enter into and perform its obligations under the Offering Documents or for the issuance and sale of the Notes as contemplated by the Offering Documents, except such as have been made or will be made by the Company. (f) To such counsel's knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any arbitrator, court, public board or body or any governmental agency or self-regulatory organization pending or threatened against the Company or any of the properties of the Company that might materially and adversely affect the Company or its business, operations, properties or financial condition, or that might materially adversely affect the transactions or other acts contemplated by the Offering Documents. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus The execution, delivery and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant performance by the Company pursuant to this Agreementof the Offering Documents, the consummation by the Company of the transactions contemplated thereby and the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do terms thereof does not require the consentviolate, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default underunder the Company's Certificate of Incorporation, as amended to date, the Company's Bylaws as currently in effect or any indentureother material contract, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to arrangement by which the Company is a party bound, or by which any applicable law, rule, regulation, judgment, order or decree actually known to the Company's counsel of any governmental agency or court having jurisdiction over the Company or any of its properties are boundor business, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than as set forth in the financial statements Schedules to this Agreement and other financial and statistical information contained therein, as than the Company's obligation to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3NASD Marketplace Rules.

Opinion of Counsel. The Representative Purchaser shall have received an opinion, opinion dated as of the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California Date from counsel for the CompanyParent, substantially in form and substance acceptable to Purchaser, to the effect that: (ai) The Asset Owners and the Company has been duly organized Parent have obtained all necessary authorizations and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing consents of its properties or Board of Directors and shareholders to effect the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companytransactions contemplated hereby; (bii) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the The execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do hereby will not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, instrument to which the Company is a party or by which Parent, the Company or Asset Owners. Arrow, any of its properties are boundtheir subsidiaries as bound or to which any of the property or assets of such entities and person is subject, or nor will such actions result in any violation of the provisions of the Articles of Incorporation or Bylaws (or other organizational documents of the CompanyParent, the Asset Owners or Arrow or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority agency or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws body of the United States, the laws State of Florida or the Commonwealth of Puerto Rico having jurisdiction over the Parent, the Asset Owners, Arrow, any of their subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation of this Agreement; provided, however, that any opinion with respect to any agreement or instrument may be limited to the knowledge of such counsel after due inquiry. (iii) Such counsel does nor know or have reason to believe that there is arty litigation, proceeding or investigation pending or threatened which might result in any Material Adverse Effect on the Parent, the Asset Owners or Arrow, or which questions the validity of this Agreement; (iv) Such counsel does not know or have reason to believe that any event has occurred or state of facts exists which would constitute & breach of any of the State representations and warranties made by the Parent or the Asset Owners pursuant to Article II of California this Agreement; and (v) This Agreement is a valid and the General Corporation Law binding obligation of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit Parent, ▇▇▇▇▇▇▇▇ and the Asset Owners and enforceable against each of them accordance with its terms, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or general equitable principles.

Opinion of Counsel. The Representative Purchaser shall have received been provided with an opinion, dated the Firm Closing Datecontaining customary qualifications and other limitations, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California from counsel for the Company, to Seller substantially to the effect that: (a) the Company has been duly organized and Seller is a corporation validly existing as a corporation and in good standing under the laws of the State of California, Delaware. Seller has all requisite corporate power and authority to carry on its business operations and to own and operate the business in which it is engaged. Seller is duly qualified to transact the business as a foreign corporation in which it is engaged and is in good standing under as a foreign corporation in the laws State of all New York and, to such counsel’s knowledge, in each other jurisdictions where jurisdiction in which the ownership or leasing operation of its properties or the conduct of its business Business requires such qualification, except where it to be registered unless the failure to be so qualified registered would not have a material adverse effect on the Company;Seller. (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement The authorized and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of Seller, and the Company have been duly holders thereof, are as set forth in Schedule 2.2(c) hereof, and all of such outstanding shares of capital stock are validly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; . (c) Seller has all requisite power and authority to execute, deliver, and perform the shares Agreement, ▇▇▇▇ of capital stock Sale and all other documents and instruments contemplated by the Agreement (“Transaction Documents”) to which Seller is a party, and to consummate the transaction contemplated thereby. The execution and delivery of the Company Transaction Documents to which Seller is a party, and the consummation of the transactions contemplated thereby, have been duly and validly authorized for quotation by all requisite corporate action taken on the Nasdaq SmallCap Market; part of Seller, its Board of Directors and stockholders, and no holders other corporate proceeding on the part of outstanding shares Seller, its Board of capital stock Directors or stockholders is necessary to authorize the Transaction Documents or the consummation of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement;transactions contemplated thereby. (d) the capital stock Each of the Company conformsTransaction Documents to which Seller is a party has been duly executed and delivered by Seller, and such Transaction Documents constitute the valid and binding obligations of Seller, to the extent Seller is a party thereto, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to legal mattersenforceability, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects;general principles of equity. (e) The execution, delivery, and performance of the Transaction Documents by Seller will not violate or result in a breach of any term of Seller’s Certificate of Incorporation or Bylaws. To such counsel’s knowledge, neither (i) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized Transaction Documents by all necessary corporate action Seller, nor (ii) its carrying out of the Company and each transactions contemplated thereby, will result in a breach of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation any of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium Major Assigned Contracts set forth in Schedule 2.1(b) of the Agreement or similar laws affecting other Material Contracts identified in the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform To such counsel’s knowledge, the sale of Assets to be effected by the description thereof Agreement is in compliance with the Registration Statement and provisions of any applicable bulk sales or similar law in effect with the ProspectusState of New York, and when issued and paid for in accordance neither the execution nor delivery of the Transaction Documents by Seller nor Seller’s compliance with the terms and provisions thereof has violated or will violate (a) any law, statute, rule, or regulation of the agreement representing United States or, to such counsel’s knowledge, the Underwriter's WarrantsState of New York, will constitute legalnor (b) any injunction, valid and order, or decree of any court or governmental agency or authority binding obligations upon Seller of the Company entitled to the rights and benefits of which such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rightscounsel has knowledge. (g) no Except as disclosed in the Schedules to the Agreement, to such counsel’s knowledge, there is not now pending any suit, action, claim, investigation, arbitration, administrative or legal or other proceeding or governmental proceedings are pending inquiry of any kind against or relating to Seller not covered by insurance and which if adversely determined might have a material adverse effect on the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, andBusiness nor, to the best knowledge of such counsel’s knowledge, no has any such proceedings have suit, action, claim, investigation, arbitration or administrative, judicial or other proceeding or governmental inquiry been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company;involving Seller. (h) no contract To such counsel’s knowledge, Seller has not been cited for any violation or violations of any order, writs, injunction, judgment, or decree of any court or federal, state or local government department, official, commission, authority, board, bureau, agency or other document instrumentality, which has been issued or is pending against Seller and which could have a material adverse effect on the Business; and (b) such counsel has no knowledge of, nor has such counsel been consulted by Seller with a view to obtaining, substantive legal advice with regard to any matter involving, the violation or alleged violation of any law by Seller, which violation or alleged violation, if proven, might have a material adverse effect on the Business. (i) To such counsel’s knowledge, except as disclosed in Schedules to the Agreement, no authorization, approval or consent of any United States or State of New York government agency or authority is required to be described obtained by Seller in the Registration Statement or the Prospectus or order to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the permit consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3Transaction Documents.

Opinion of Counsel. The Representative There shall have received an been delivered to Sub the opinion, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Members' and the Company's counsel, substantially to the effect that: (ai) the The Company has been is a limited liability company duly organized and is formed, validly existing as a corporation and in good standing under the laws of the State of California, Florida and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the corporate power to own or lease its properties; to conduct carry on its business as described in the Registration Statement it is then being conducted and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it;its obligations under this Agreement. (cii) The Agreement has been duly authorized, executed and delivered by the Company has an Members and the Company, and constitutes the valid and binding obligation of each such person or entity, enforceable in accordance with its terms. (iii) The authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly consists of 100%membership interests, of which 100% membership interests are issued and outstanding. All of such outstanding membership interests are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; . Such counsel is not aware of any existing options, calls or commitments of any character whatsoever, or agreements to grant the shares of capital stock same, relating to authorized or issued membership interests of the Company have been duly authorized Company, or any outstanding securities convertible into or exercisable for quotation on the Nasdaq SmallCap Market; no holders such membership interests, or any options, calls or commitments of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity andcharacter whatsoever, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal the issuance or state securities lawssale of any such convertible securities. (fiv) The Underwriter's Warrants will conform Members have the full requisite power and authority to transfer and deliver the Membership Interests to Sub. The Members are the record owners, and to the description best knowledge of such counsel based on a diligent inquiry, the beneficial owners, of the Membership Interests, have duly endorsed certificates or transfer powers relating to such membership interests, or in lieu thereof in the Registration Statement and the Prospectusassignments of membership interests, and when issued and paid for in accordance with following the terms consummation of the agreement representing Merger and receipt of the Underwriter's Warrants, will constitute legalconsideration specified herein by the Members for the Membership Interests, valid title to the Membership Interests shall pass to Sub, free and binding obligations clear of any adverse claim within the meaning of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rightsUniform Commercial Code. (gv) no legal The execution, delivery and performance of this Agreement by the Members and the Company will not result in a breach or governmental proceedings violation of any of the terms or provisions of, or constitute a default under the Company's or any Member's Articles of Incorporation, by-laws or other constituent document, any agreement or other instrument listed in Schedule 4.01(c) attached hereto, any agreement to which the Company or any Member, or the Company's or any Member's assets, are bound, any Law, or any judgment, decree, order, rule or regulation known to such counsel of any Governmental Authority applicable to the Company, the Members or the assets of any of them. (vi) To such counsel's knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement subject, before or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company brought by a court or with respect to any of its properties that can reasonably be expected to, orgovernmental agency or body which, if determined adversely to adversely, would have a Material Adverse Effect upon the Companyassets, would, in any individual case business or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations affairs of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.

Opinion of Counsel. The Representative shall have received Unless otherwise specified in a Trust Issuance Certificate or Series Supplement, if any, an opinionOpinion of Counsel, portions of which may be delivered by counsel for the Note Issuer, portions of which may be delivered by counsel for the Grantee and the Servicer, and portions of which may be delivered by counsel for the Indenture Trustee, dated the Firm Closing Series Issuance Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially in each case subject to the customary exceptions, qualifications and assumptions contained therein, to the collective effect that: (a) the Company Indenture has been duly organized qualified under the Trust Indenture Act and either the related Trust Issuance Certificate or Series Supplement, if any, has been duly qualified under the Trust Indenture Act or no such qualification of the Trust Issuance Certificate or Series Supplement is necessary; (b) all instruments furnished to the Indenture Trustee pursuant to this Indenture conform to the requirements set forth in this Indenture and constitute all of the documents required to be delivered hereunder for the Indenture Trustee to authenticate and deliver the Notes applied for, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with; (c) the Note Issuer has the power and authority to execute and deliver the Trust Issuance Certificate, the Series Supplement, if any, and this Indenture and to issue the Notes, and each of the Trust Issuance Certificate, the Series Supplement, if any, this Indenture, and the Notes have been duly authorized and the Note Issuer is duly formed and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing jurisdiction of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statementorganization; (d) the capital stock of Trust Issuance Certificate, the Company conformsSeries Supplement, as to legal mattersif any, to and the statements set forth under Indenture have been duly executed and delivered by the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respectsNote Issuer; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants Notes applied for have been duly authorized by all necessary corporate action and executed and, when authenticated in accordance with the provisions of the Company Indenture and each delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Note Issuer (subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity), entitled to the benefits of the Indenture and any related Trust Issuance Certificate or Series Supplement; (f) this Indenture, the Grant Agreement or the Subsequent Grant Agreement as applicable, the Sale Agreement or the Subsequent Sale Agreement as applicable, the Servicing Agreement and the agreement representing the Underwriter's Warrants is a related Trust Issuance Certificate or Series Supplement, if any, are valid and binding obligation agreements of the Company Note Issuer, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar laws affecting the enforceability rights of creditors' rights creditors generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal (regardless of whether such enforceability is considered in a proceeding in equity or state securities laws.at law); (fg) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms Funding Law, the Funding Order (A) creates Intangible Transition Property in an amount not less than the amount, if any, specified in the Trust Issuance Certificate or Series Supplement, if any, which was vested by the Funding Order in the Grantee; (B) approves and authorizes the sale, transfer and assignment by the Grantee of such Intangible Transition Property to the Note Issuer; (C) approves the issuance and sale by the Note Issuer of the agreement representing Notes to be issued on such Series Issuance Date in an aggregate principal amount which equals or exceeds the Underwriter's Warrants, will constitute legal, valid and binding obligations initial Outstanding Amount of the Company entitled Notes referred to in (1) above; and (D) declares and establishes that such Notes are Transitional Funding Instruments within the rights and benefits meaning of such agreement. The shares of Common Stock Section 18-102 of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the CompanyFunding Law; (h) no contract or other document is required to be described (A) at the time of the issuance of such Notes the lien of this Indenture in favor of the Holders in the Registration Statement or Intangible Transition Property attaches automatically; (B) such lien has been perfected in accordance with Section 18-107(c) of the Prospectus or Funding Law and in accordance with the Funding Order; (C) such lien is valid and enforceable against Illinois Power, the Servicer, the Grantee, the Note Issuer, and all third parties, including judgment lien creditors; and (D) such lien ranks prior to be filed as an exhibit any other lien which subsequently attaches to the Registration Statement that is not described therein or filed as requiredIntangible Transition Property; (i) with respect to the issuanceNote Collateral other than the Intangible Transition Property, offering and sale upon the giving of value by the Indenture Trustee to the Note Issuer with respect to such Note Collateral, (A) this Indenture, together with any related Trust Issuance Certificate or Series Supplement, creates in favor of the Shares Indenture Trustee a security interest in the rights of the Note Issuer in such Note Collateral, and the Underwriter's Warrant by the Company pursuant to this Agreementsuch security interest is enforceable against Illinois Power, the compliance by Servicer, the Company with Grantee, the other provisions Note Issuer and all third parties, (B) such security interest is perfected, and (C) such perfected security interest is of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Companyfirst priority; (j) either (A) the Registration Statement covering the Notes is effective under the ActSecurities Act and, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and such counsel's knowledge, no stop order suspending the effectiveness of the such Registration Statement or any amendment thereto has been issued by under the Commission, Securities Act and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, initiated or are pending or threatened or contemplated by the CommissionSEC or (B) the Notes are exempt from the registration requirements under the Securities Act; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company Note Issuer is not required, now and, if assuming that the Company Note Issuer uses the proceeds of the sale of the Firm Shares and Notes for the Option Shares solely purpose of acquiring Intangible Transition Property in accordance with the terms of the Sale Agreement or the Subsequent Sale Agreement, as described in the Prospectusapplicable, will not be required as a result of following the sale of such Shares the Notes to the underwriter, underwriters, placement agent or agents or similar Person, neither the Note Issuer nor the Grantee will be required to be registered as an investment Company within the meaning of under the Investment Company Act of 1940, as amended; (l) the Grant Agreement or Subsequent Grant Agreement, as applicable, is a valid and binding agreement of Illinois Power enforceable against Illinois Power in accordance with its terms and the Sale Agreement or Subsequent Sale Agreement as applicable, is a valid and binding agreement of the Grantee enforceable against the Grantee in accordance with its terms, except in each case as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (m) the Servicing Agreement is a valid and binding agreement of the Servicer enforceable against the Servicer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (n) pursuant to the Funding Order and upon the delivery of the fully executed Sale Agreement or Subsequent Sale Agreement as applicable to the Note Issuer and the payment of the purchase price of the Intangible Transition Property by the Note Issuer to the Grantee pursuant to the Sale Agreement or Subsequent Sale Agreement, as applicable, (i) the transfer of the Intangible Transition Property by the Grantee to the Note Issuer conveys the Grantee's right, title and interest in the Intangible Transition Property to the Note Issuer and will be treated under Illinois state law as an absolute transfer of all of the Grantee's right, title, and interest in the Intangible Transition Property, other than for federal and state income and franchise tax purposes, (ii) such transfer of the Intangible Transition Property is perfected, (iii) such transfer has priority over any other assignment of the Intangible Transition Property and (iv) the Intangible Transition Property is free and clear of all liens created prior to its transfer to the Note Issuer pursuant to the Sale Agreement; and (mo) such counsel shall also state that they have no reason to believe that other matters as the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel Indenture Trustee may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3reasonably require.

Opinion of Counsel. The Representative shall have received Subscribers shall, upon purchase of the ------------------ Preferred Stock pursuant to this Agreement, receive an opinionopinion letter from Jeffer, dated the Firm Closing DateMangels, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPMamaro, Los AngelesLLP ("Counsel"), California counsel for to the Company, substantially to the effect that: that (a) the Company has been is duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; existing; (b) this Agreement, the Company has issuance of the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement Preferred Stock at Closing and the Prospectus; to enter into this Agreement and to carry out all issuance of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock Conversion Shares upon conversion of the Company; all of the shares of capital stock of the Company Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized approved by all necessary required corporate action of the Companyaction, andand that all such securities, when issued and delivered to and paid for pursuant to this Agreementupon due issuance, will shall be validly issued, fully paid and nonassessablenon-assessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (dc) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement Rights Agreement, the Irrevocable Instructions to Transfer Agent and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, Escrow Agreement are valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise Company, enforceable in accordance with the terms their terms, except as enforceability of the agreement representing indemnification provisions may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the Underwriter's Warrants at relief of debtors and rules of laws governing specific performance and other equitable remedies; (d) based upon the price therein providedrepresentations and acknowledgments of Subscribers contained in Sections 2 and 3 hereof, the Preferred Stock has been, and the Conversion Shares will be duly and validly issuedbe, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is issued in a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement transaction that is not described therein or filed as required; (i) exempt from the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; applicable state securities laws; (le) the Company Conversion Shares are authorized for listing on the Nasdaq market, including OTC Bulletin Board, where the Company's Common Stock is not requiredthen trading, and, if subject to notice of issuance; and (f) the Company uses the proceeds Certificate of the sale of the Firm Shares Designation has been duly authorized and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of adopted by the Company and public officials. The foregoing opinion may has been or forthwith will be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3duly filed and/or recorded under applicable law.

Opinion of Counsel. The Representative Acquiring Portfolio shall have received an opinionthe opinion of Skadden, dated the Firm Closing DateArps, of ▇▇▇▇▇Slate, ▇'▇▇▇▇▇, ▇▇M▇▇▇▇▇▇ & ▇▇▇▇▇F▇▇▇ LLP(Illinois), Los Angeles, California counsel for the CompanyTrust on behalf of the Acquired Portfolio, dated as of the Closing Date, addressed to the Acquiring Portfolio, substantially in the form and to the effect that: : (ai) the Company has been Acquired Portfolio is duly organized formed and is validly existing as a corporation in good standing under the laws of its state of organization; (ii) the State of California, and Acquired Portfolio is duly qualified to transact business designated as a foreign corporation and series of the Trust; (iii) the Acquired Portfolio is in good standing registered as an open-end, management investment company under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; 1940 Act; (biv) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement reorganization provided for herein and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share execution of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares this Agreement have been duly authorized by all necessary corporate requisite action of the Company, and, when issued Trust on behalf of the Acquired Portfolio and this Agreement has been duly executed and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; by the shares of capital stock Trust on behalf of the Company have been duly authorized for quotation on Acquired Portfolio and (assuming the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except other parties thereto) is a valid and binding obligation of the Trust on behalf of the Acquired Portfolio; (v) neither the execution or delivery by the Acquired Portfolio of this Agreement nor the consummation by the Acquired Portfolio of the transactions contemplated thereby violate any provision of any statute, or any published regulation or any judgment or order disclosed to them by the Trust or the Acquired Portfolio as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium being applicable to the Trust or similar laws affecting the enforceability of creditors' rights generally Acquired Portfolio; and (vi) to their knowledge and subject to general principles of equity andthe qualifications set forth below, with respect to this Agreement, except as rights to indemnify the execution and contribution hereunder may be limited delivery by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms Trust on behalf of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations Acquired Portfolio of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require require, under the laws of the State of organization or any state in which the Acquired Portfolio is qualified to do business, or the federal laws of the United States, the consent, approval, authorization, registration registration, qualification or qualification of order of, or with filing with, any court or governmental authority, agency or body (except such as have been obtained and such as may be required under state securities or blue sky lawsthe Securities Act, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, 1940 Act or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel rules and applicable to the Company; (jregulations thereunder.) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel Counsel need express no opinion) comply , however, as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; any such consent, approval, authorization, registration, qualification, order or filing; (la) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not which may be required as a result of the sale involvement of such Shares other parties to be registered as an investment Company within the meaning Agreement in the transactions contemplated by the Agreement because of their legal or regulatory status or because of any other facts specifically pertaining to them; (b) the Investment Company Act absence of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that which does not deprive the Registration Statement, as Acquiring Portfolio of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to benefit under such agreements; or (c) which can be stated therein readily obtained without significant delay or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as expense to the financial statements and other financial and statistical information contained therein. In rendering any such opinionAcquiring Portfolio, such counsel may rely as to matters of fact, without loss to the extent Acquiring Portfolio of any material benefit under the Agreement and without any material adverse effect on them during the period such counsel deems properconsent, on certificates of responsible officers of the Company and public officialsapproval, authorization, registration, qualification or order was obtained. The foregoing opinion may be limited relates only to consents, approvals, authorizations, registrations, qualifications, orders or filings under (a) laws which are specifically referred to in the laws of the United Statesopinion, the (b) laws of the State of California organization or any State in which the Acquired Portfolio is qualified to do business and the General Corporation Law federal laws of the State United States which, in our experience, are normally applicable to transactions of Californiathe type provided for in the Agreement and (c) court orders and judgments disclosed to them by the Trust or the Acquired Portfolio in connection with the opinion. References In addition, although counsel need not have specifically considered the possible applicability to the Registration Statement and Acquired Portfolio of any other laws, orders or judgments, nothing has come to their attention in connection with their representation of the Prospectus Acquired Portfolio in the Section 7.2 shall include this transaction that has caused them to conclude that any amendment other consent, approval, authorization, registration, qualification, order or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3filing is required.

Opinion of Counsel. The Representative shall have received an opinion, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇Parent and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California shall have received an opinion dated as of the Closing Date from counsel for the CompanyPurchaser, substantially in form and substance acceptable to the Parent, to the effect that: (ai) the Company has been The Purchaser is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of CaliforniaDelaware is deemed a United States citizen under the Federal Aviation Act of 1958. as amended, together with the Aviation Regulations of the Federal Aviation Administration and recodified in Subtitle VII of Tide 49 of the United States Code, and duly qualified is authorized to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect carry on the Company; (b) the Company has the corporate power business now conducted by it and to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out properties now owned or leased by it; (cii) the Company The Purchaser has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by obtained all necessary corporate action authorizations and consents of its Board of Directors and shareholders to effect the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statementtransactions contemplated hereby; (diii) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the The execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do hereby will not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, instrument to which the Company is a party or by which the Company or Purchaser, any of its properties are boundsubsidiaries is bound or to which any of the property or assets of such entities and person is subject, or or, to the extent required, any requisite consents have been obtained, nor will such actions result in any violation of the provisions of the Articles of Incorporation or Bylaws (or other organizational documents) of the Company, Purchaser or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority agency or body of the United States or (he State of Delaware having jurisdiction over the Purchaser, any of their subsidiaries or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement of is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b)properties; and no stop order suspending consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the effectiveness consummation of the Registration Statement this Agreement; provided, however, that any opinion with respect to any agreement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, instrument may be limited to the knowledge of such counselcounsel after due inquiry. (iv) Such counsel does not know or have reason to believe that there is any litigation, are proceeding or investigation pending or threatened which might result in any Material Adverse Effect on the Purchaser, or contemplated by which questions the Commissionvalidity of this Agreement; (kv) the Registration Statement and the Prospectus and each amendment Such counsel does not know or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as have reason to believe that any event has occurred or state of facts exists which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements would constitute a breach of any of the Act representations and warranties made by the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds Purchaser pursuant to Article III of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amendedthis Agreement; and (mvi) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of This Agreement is a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light valid and binding obligation of the circumstances under which they were madePurchaser, not misleading; provided that and enforceable against the Purchaser in each case such counsel need not express any opinion accordance with its terms, except as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion enforcement may be limited to by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the laws enforcement of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment creditors' rights generally or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3general equitable principals.

Opinion of Counsel. The Representative At the Closing, the Purchasers and the Placement Agent shall have received an opinion, dated the Firm Closing Date, opinion of ▇▇▇Womble Carlyle Sandridge & Ri▇▇, ▇'▇t▇▇ ▇▇ ▇▇, ▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, in ▇▇▇ LLPform set forth below and otherwise reasonably satisfactory to the Purchasers and the Placement Agent, Los Angeles, California and their respective counsel for the Company, substantially to the effect that: (a) the The Company has been duly organized and is validly existing as a corporation in existence and in good standing under the laws of the State of CaliforniaDelaware, with corporate power to execute, deliver and perform its obligations under this Agreement, the Registration Rights Agreement and the other documents and agreements to be executed by the Company at the Closing in connection therewith (collectively, the "Operative Documents") and to carry on its business as now conducted; (b) The execution, delivery and performance by the Company of each of the Operative Documents have been authorized by the Company by all necessary corporate action; (c) No Consent or other action by, or filing or registration with, any Governmental Authority is required to be obtained on or prior to the date hereof in connection with (i) the execution, delivery and performance by the Company of the Operative Documents and (ii) the offer, sale and issuance of the Shares in accordance with the Operative Documents, except for Consents, actions, filings or registrations that, if not obtained or made, are not reasonably likely to have a Material Adverse Effect; (d) The execution, delivery and performance by the Company of its obligations under the Agreement and the other Operative Documents (in each case assuming due authorization and execution by each party other than the Company), and duly qualified the consummation by the Company of the transactions provided for therein (including the issuance, sale and delivery of the Shares (other than with respect to transact business as the delivery in book-entry form of Shares)) do not (i) violate any provision of the Certificate of Incorporation or Bylaws, (ii) breach or result in a foreign corporation default under any agreement listed in Annex A to this opinion, or (iii) to our knowledge, violate any provision of any law, rule or regulation or any order of any court or Governmental Authority that is binding on the Company and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires known to such qualification, except where the failure counsel to be so qualified would not have a material adverse effect on applicable to the Company; (be) This Agreement and the Registration Rights Agreement each have been duly authorized, executed and delivered by the Company has and, assuming the corporate power to own or lease its properties; to conduct its business as described in due execution and delivery thereof by the Registration Statement Purchasers where applicable, are constitute valid and the Prospectus; to enter into this Agreement and to carry out all binding obligations of the terms and provisions hereof to be carried out by itCompany, enforceable against the Company; (cf) The Shares to be issued pursuant to the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares Agreement have been duly authorized by all necessary corporate action on the part of the Company, Company and, when issued and delivered to and paid for pursuant to this a Purchaser against payment therefor in accordance with the Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the The Company is not an "investment company" or a party company "controlled by" or to which the property of the Company is subject that are required to be described register as an investment company as such terms are defined in the Registration Statement or 1940 Act and the Prospectus SEC's rules and are not described therein, regulations thereunder; and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in Assuming the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering accuracy and sale completeness of the Shares Purchasers' representations and the Underwriter's Warrant by the Company pursuant to warranties in Section 5 of this Agreement, the compliance offer, sale and issuance of the Shares as contemplated by the Company with Agreement are exempt from the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation registration requirements under Section 5 of the other transactions herein and therein contemplated do not require Securities Act. Such opinions shall be accompanied by a statement of negative assurance substantially to the consentfollowing effect: In addition, approval, authorization, registration or qualification in the course of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result its assistance in a breach or violation of any the preparation of the terms Offering Memorandum, such counsel participated in conferences with officers and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws representatives of the Company, or any statute or any judgmentthe Placement Agent, decreecounsel to the Placement Agent and representatives of the independent public accountants of the Company, order, rule or regulation at which conferences the contents of any court or other governmental authority or any arbitrator known to the Offering Memorandum were discussed. Although such counsel does not pass upon and applicable does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum and has not independently verified the accuracy, completeness or fairness of such statements, on the basis of the foregoing and the information that was disclosed to it (relying as to materiality to the Company; (j) extent such counsel deemed appropriate upon the Registration Statement is effective under the Act, any required filing officers and other representatives of the Prospectus pursuant Company), (i) no facts came to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for its attention that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason lead it to believe that the Registration StatementOffering Memorandum (including any document filed under the 1934 Act and incorporated by reference therein), as of its effective date, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading (except for the financial statements, including the notes and schedules thereto and the auditor's report thereon, or that any other information of a financial, numerical, statistical or accounting nature set forth or referred to in the ProspectusOffering Memorandum or any document incorporated therein by reference or any exhibits thereto, as of its date or to which such counsel expresses no view). Such opinions may be subject to such assumptions, qualifications and limitations that are customary and reasonably acceptable to the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make Purchaser and the statements therein, in light Placement Agent. Without limiting the generality of the circumstances under which they were madeforegoing, not misleading; provided that in each case such counsel (i) need not express any opinion as with regard to the financial statements application of laws of any jurisdiction other than the Federal law of the United States which are, in such counsel's experience, normally directly applicable to the Offering and other financial and statistical information contained therein. In rendering any such opinionthe Delaware General Corporation Law, such counsel (ii) may rely rely, as to matters of fact, to the extent such counsel deems proper, on representations or certificates of responsible officers of the Company and certificates of public officials. The foregoing , (iii) may express no opinion may be limited as to the effect of (a) bankruptcy, insolvency, reorganization, arrangements, fraudulent transfer, moratorium or similar laws relating to or affecting the rights of the United Statescreditors and (b) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the laws exercise of the State of California judicial discretion, and the General Corporation Law possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, (iv) may express no opinion as to compliance with the State anti-fraud or information delivery provisions of California. References applicable securities laws, (v) may express no opinion as to compliance with the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit Hart-Scott-Rodino Antitrust I▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇f 1976, Mesereau & Leids LLP as amended, and (vi) may express no opinion as to rely upon such opinion in rendering its opinion in Section 7.3the enforceability of the indemnification provisions of the Operative Documents to the extent the provisions thereof may be subject to limitations of public policy and the effect of applicable statutes and judicial decisions.

Opinion of Counsel. The Representative Buyer shall have received an opiniondelivered to the Issuer ------------------ a written opinion of its counsel, dated as of the Firm Closing Date, of ▇▇▇▇▇in form and substance satisfactory to Issuer and its counsel, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that: (a) the Company has been duly organized and Buyer is validly existing as a corporation duly organized, validly existing, and in good standing under the laws of the State of California, California and duly qualified has all requisite corporate power to transact business as a foreign corporation and is in good standing perform its obligations under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companythis Agreement; (b) All corporate proceedings required by law or by the Company has provisions of this Agreement to be taken by Buyer on or before the corporate power to own or lease its properties; to conduct its business as described Closing Date in connection with the Registration Statement execution and the Prospectus; to enter into delivery of this Agreement and to carry out all the consummation of the terms transactions contemplated by this Agreement have been duly and provisions hereof to be carried out by itvalidly taken; (c) Buyer has the Company has an authorized capital stock as set forth under corporate power and authority to sell the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital Warrants and/or common stock of the Company; all of Buyer for the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statementconsideration set forth herein; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the Every consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation order of any court or other governmental authority agency or any arbitrator known to such counsel body that is required for the consummation by Buyer of the transactions contemplated by this Agreement has been obtained and applicable to will be in effect on the CompanyClosing Date; (je) The Warrants of Buyer to be delivered at the Closing have been duly executed and, when delivered as provided in this Agreement, will constitute a legal, valid, and binding obligation of Buyer, enforceable in accordance with its terms except as limited by bankruptcy laws, insolvency laws, and other similar laws affecting the rights of creditors generally; (f) The offer and sale of the Warrants to the Issuer and the immediate sale and transfer thereof by the Escrow Agent or any other party shall be registered and qualified or shall be exempt from registration under applicable federal, California, and all applicable state laws. (g) The Registration Statement is filed with the SEC, the State of California, and all applicable states for the common stock of the buyer underlying the Warrants is, or will be at the Closing Date, effective under the Securities Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner applicable California and within the time period required by Rule 424(b); all other applicable state laws, and no stop order suspending the use of the prospectus therein or suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, or are threatened pending or contemplated by the Commission; (k) the threatened. The Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) prospectus comply as to form in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations; (l) the Company is do not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that misleading. (h) Buyer has filed all reports required by the ProspectusExchange Act within the periods required by the Exchange Act and complied with its obligations under the Exchange Act, as and none of its date Exchange Act reports or the date of such opinion, included or includes filings contain any untrue statement of a material fact or omitted or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading. (i) The consummation of the circumstances under transaction contemplated by this Agreement does not violate or contravene any of the provisions of any charter, bylaw, or resolution of Buyer or of any indenture, agreement, judgment, or order to which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained thereinBuyer is a party or by which Buyer is bound. In rendering any such its opinion, such counsel for Buyer may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers governmental authorities and on opinions of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3associate counsel.

Opinion of Counsel. The Representative Subscriber shall have received an opinion, dated the Firm Closing Date, opinion of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, Loop & ▇▇▇▇▇▇▇▇ ▇, LLP, Los Angeles, California counsel for to the Company, substantially to the effect that: (a) the The Company has been is a corporation duly organized and is incorporated, validly existing as a corporation and in good standing under the laws of the State of CaliforniaDelaware. Each of the Company's operating subsidiaries is a corporation duly incorporated, validly existing and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all the state of its incorporation. The Company is duly qualified as a foreign corporation to do business and is in good standing in the State of Florida and in each other jurisdictions where jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be so qualified licensed would not have a material adverse effect on the CompanyMaterial Adverse Effect; (b) the The Company has the requisite corporate power and authority to own or lease execute, deliver and perform its properties; to conduct its business as described in obligations under this Subscription Agreement and each of the Registration Statement other Offering Documents, including issuance of the Notes and the Prospectus; to enter into this Agreement Warrants in accordance with the terms thereof. The execution and to carry out all delivery of the terms and provisions hereof to be carried out Offering Documents by it; (c) the Company has an authorized capital stock as set forth under Company, the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock performance of the Company; all of the shares of capital stock obligations of the Company have been duly authorized thereunder and validly issued and are fully paid and nonassessable; the Shares consummation by it of the transactions contemplated therein have been duly authorized by all necessary corporate action of the Company, Board and, when issued and delivered to and paid for pursuant to this Agreementthe extent required, will be validly issued, fully paid and nonassessable; by the shares of capital stock shareholders of the Company (other than the Company's obligation to comply with NASD Marketplace Rules). The Offering Documents have been duly authorized for quotation on executed and delivered by the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock Company. (c) The issuance and sale of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants Notes have been duly authorized. The Note Conversion Shares are duly authorized by all necessary corporate action of and reserved for issuance in accordance with the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the ProspectusOffering Documents, and when issued and paid for in accordance with the terms of Offering Documents, the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, Note Conversion Shares will be duly and validly issued, fully paid and non- non-assessable and free of all taxes, liens, charges and preemptive rightsrights with respect to the issue thereof. (d) Based in part upon, and subject to the accuracy as to factual matters of, the Subscribers' representations in Article I of this Subscription Agreement, the Notes may be issued to the Subscribers pursuant to the Offering Documents without registration under the Securities Act of 1933, as amended. (e) Other than the Company's obligation to comply with NASD Marketplace Rules, no authorization, approval, consent, filing or other order of any Federal or state governmental body, regulatory agency, self-regulatory organization or stock exchange or market, or to such counsel's knowledge, any court, is required to be obtained by the Company to enter into and perform its obligations under the Offering Documents or for the issuance and sale of the Notes as contemplated by the Offering Documents, except such as have been made or will be made by the Company. (f) To such counsel's knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any arbitrator, court, public board or body or any governmental agency or self-regulatory organization pending or threatened against the Company or any of the properties of the Company that might materially and adversely affect the Company or its business, operations, properties or financial condition, or that might materially adversely affect the transactions or other acts contemplated by the Offering Documents. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus The execution, delivery and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant performance by the Company pursuant to this Agreementof the Offering Documents, the consummation by the Company of the transactions contemplated thereby and the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do terms thereof does not require the consentviolate, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default underunder the Company's Certificate of Incorporation, as amended to date, the Company's Bylaws as currently in effect or any indentureother material contract, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to arrangement by which the Company is a party bound, or by which any applicable law, rule, regulation, judgment, order or decree actually known to the Company's counsel of any governmental agency or court having jurisdiction over the Company or any of its properties are boundor business, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than as set forth in the financial statements Schedules to this Agreement and other financial and statistical information contained therein, as than the Company's obligation to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3NASD Marketplace Rules.

Opinion of Counsel. The Representative Company (which term shall include any subsidiaries of the Company) shall have received an furnished to the Representative the opinion, dated the Firm Closing Date, of ▇▇▇▇▇addressed to the Representative, ▇'▇▇from Mack▇▇▇, ▇▇▇▇▇▇▇▇ & ▇oor▇, ▇▇▇▇▇▇▇ LLPC, Los Angeles, California counsel for to the Company, substantially to the effect thatthat based upon a review by it of the Registration Statement, Prospectus, the Company's certificate of incorporation, bylaws and relevant corporate proceedings, and such other investigation by such counsel as it deems necessary to express such opinion: (ai) the The Company has been duly organized incorporated and is a validly existing as a corporation in good standing under the laws of Texas, with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the State of CaliforniaRegistration Statement and Prospectus. (ii) The Company, and if applicable, is duly qualified to transact business or registered as a foreign corporation and is in good standing under the laws of all other such jurisdictions where the Company has advised such counsel that the transaction of business in which it is engaged or in which its ownership or leasing of its properties or the conduct of its business property requires such qualification, except qualification or registration and where the failure to be so qualified qualify would not have a material adverse effect on the Company;its operations. (biii) the The Company has the corporate power to own or lease its properties; to conduct its business authorized and outstanding Common Stock as described set forth in the Registration Statement and Prospectus, and has authorized the Prospectus; to enter into this Agreement and to carry out all issuance of the terms Units and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" underlying Common Stock and Warrants contained in the Prospectus; other than Units as disclosed well as the Representative's Warrants. The Units and the underlying Common Stock and Warrants conform as to legal matters to the statements concerning them in the Registration Statement and Prospectus; the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock Common Shares of the Company have been duly authorized and validly issued and are fully paid and nonassessablenonassessable and to the knowledge of counsel contain no preemptive rights; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement Units and the agreement representing the Underwriter's underlying Common Stock and Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcyshall be, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and, upon issuance thereof and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise payment therefor in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will this Agreement shall be duly and validly issued, fully paid and non- assessable nonassessable, and free shall not be subject to the preemptive rights of preemptive rightsany shareholder of the Company. (giv) The Representative's Warrants issued to the Representative or its designees directly involved in the proposed offering have been duly and validly authorized and issued and are valid and binding instruments enforceable in accordance with their terms, except as enforceability may be limited by the application of bankruptcy, insolvency, moratorium or other laws of general application affecting the rights of creditors generally and by judicial limitations on the right of specific performance and other equitable remedies, and except that no legal or governmental proceedings are pending opinion need be expressed as to which the Company is a party or to which the property validity of the Company is subject that indemnification provisions insofar as they are required or may be held to be described in the Registration Statement violative of public policy or the Prospectus and are not described therein, and, to the best knowledge limited by federal or state securities laws. (v) A sufficient number of such counsel, no such proceedings have Units has been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations duly reserved for issuance upon exercise of the Company;Representative's Warrants. (hvi) no contract No consents, approvals, authorizations or orders of agencies, officers or other document is regulatory authorities are known to such counsel which are necessary for the valid authorization, issue or sale of the Units, the underlying Common Stock and Warrants and the Representative's Warrants hereunder, except as required to be described in under the Registration Statement Act or the Prospectus "Blue Sky" or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required;state securities laws. (ivii) the issuance, offering The issuance and sale of the Shares Units and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement underlying Common Stock and Warrants and the agreement representing the UnderwriterRepresentative's Warrants and the consummation of the other transactions herein contemplated and therein contemplated do compliance with the terms of this Agreement shall not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and terms, conditions or provisions of, of or constitute a default underunder the certificate of incorporation, or bylaws of the Company, or to the best knowledge of such counsel, except as set forth in the Prospectus or as previously disclosed to you in writing, any note, indenture, mortgage, deed of trust, lease or other material agreement or instrument, instrument known to such counsel, counsel including contracts or leases to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement property is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted bound or, to the best knowledge of such counsel, are threatened or contemplated by the Commission; any existing law (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is provided this paragraph shall not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.relate to

Opinion of Counsel. The Representative Company shall have received furnish the Subscriber with an opinionopinion of its counsel, dated subject to ordinary and customary qualifications and (reasonably acceptable to the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially Subscriber) to the effect that: that (a) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (jA) the Registration Statement is has become effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); Act and no stop order suspending the effectiveness of the Registration Statement Statement, preventing or suspending the use of the Registration Statement, any preliminary prospectus, and final prospectus, or any amendment or supplement thereto has been issued by the Commissionissued, and no proceedings for that purpose have been instituted or, nor to the best knowledge of such counselcounsel has the SEC or any securities or blue sky authority of any jurisdiction instituted or threatened to institute any proceedings with respect to such an order, are threatened or contemplated (B) each document, if any, incorporated by reference in the Commission; Registration Statement and the prospectus included therein (kexcept for financial statements and related schedules, as to which such counsel need express no opinion) complied as to form when filed with the SEC in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC thereunder, and (C) the Registration Statement and the Prospectus prospectus included therein and each amendment any supplements or supplement amendments thereto (in each case, other than the except for financial statements and other financial and statistical information contained thereinrelated schedules, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds regulations of the sale of the Firm Shares and the Option Shares solely as described in the ProspectusSEC thereunder. In addition, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they it has participated in conferences with officers and other representatives of the Company and representatives of independent accountants for the Company, at which conferences such counsel made inquiries of such officers, representatives and accountants; discussed the contents of the preliminary prospectus; the Registration Statement; and the prospectus and related matters were discussed and, although such counsel is not passing and does not assume any responsibility for the accuracy, completeness or fairness, the statements contained in the preliminary prospectus, the Registration Statement and the prospectus, on the basis of the foregoing, no facts have no reason come to the attention of such counsel which lead it to believe that either the Registration StatementStatement or on any amendment thereto, at the time such Registration Statement or amendment became effective or the preliminary prospectus or prospectus or amendment or any supplement thereto as of its effective date, the date of such opinion contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or (it being understood that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any no opinion as with respect to the financial statements and schedules and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to data included in the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United Statespreliminary prospectus, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment Statement, or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3prospectus).

Opinion of Counsel. The Representative Company shall have received furnished to the Representative an opinion, dated the Firm Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, of addressed to the Representative, from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.C., ▇'▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for to the Company, substantially to the effect thatthat based upon a review by them of the Registration Statement, Prospectus, the Company's certificate of incorporation, by-laws, and relevant corporate proceedings and contracts, and examination of such laws they deem necessary and such other investigation by such counsel as they deem necessary to express such opinion: (ai) the The Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of CaliforniaColorado, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the corporate power and authority to own or lease its properties; properties and to conduct carry on its business as described in the Registration Statement and Prospectus. (ii) The Company is duly qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions in which the Prospectus; to enter into this Agreement and to carry out all character of the terms properties owned or held under lease or the nature of the business conducted requires such qualification and provisions hereof in which the failure to be carried out by it;qualify would have a materially adverse effect on the business of the Company. (ciii) The authorized and outstanding capital stock of the Company has an authorized capital stock is as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and Prospectus; the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital common stock of the Company, the Shares and the Underwriter's Purchase Warrants conform to the statements concerning them in the Registration Statement and Prospectus; all of the shares of capital outstanding common stock of the Company have been duly authorized and validly issued and are fully paid and nonassessablecontains no preemptive rights; the Shares and Underwriter's Purchase Warrants have been duly authorized by all necessary corporate action been, and the securities issuable upon exercise of the CompanyUnderwriter's Purchase Warrants will be, duly and validly authorized and, when issued upon issuance thereof and delivered to and paid for pursuant to payment therefor in accordance with this Agreement, will be validly issued, fully paid and nonassessable; , and will not be subject to the shares preemptive rights of capital stock any shareholder of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities lawsCompany. (fiv) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Purchase Warrants have been duly and validly authorized and are valid and binding obligations of the Company enforceable in accordance with their respective terms. (v) A sufficient number of shares of common stock has been duly reserved for issuance upon the exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rightsPurchase Warrants. (gvi) To such counsel's knowledge, no legal consents, approvals, authorizations or governmental proceedings are pending to which the Company is a party orders of agencies, officers or to which the property of the Company is subject that other regulatory authorities are required to be described in for the Registration Statement valid authorization, issuance or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant Purchase Warrants contemplated by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except as such as have been obtained and are in full force and effect under the Act and such as may be required under applicable state securities or blue sky lawslaws in connection with the purchase and distribution of such securities by the Representative and the Underwriting Group and the approval of the underwriting terms and compensation by the NASD. (vii) The issuance and sale of the Shares, or the Underwriter's Purchase Warrants, and the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not conflict with or result in a breach or violation of any of the terms and terms, conditions, or provisions of, of or constitute a default underunder the certificate of incorporation, or by-laws of the Company, or, to their knowledge, any note, indenture, mortgage, deed of trust, lease or other agreement or instrument, instrument known to such counsel, counsel without any specific investigation to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, property is bound or any statute existing law (provided this paragraph shall not relate to federal or any judgment, decreestate securities laws), order, rule rule, regulation, writ, injunction, or regulation of any court or other governmental authority or any arbitrator decree known to such counsel and applicable to of any government, governmental instrumentality, agency, body, arbitration tribunal, or court, domestic or foreign, having jurisdiction over the Company;Company or its property. (jviii) On the Registration Statement is effective under the Act, any required filing basis of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required a reasonable inquiry by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by including his participation in conferences with representatives of the Commission; (k) Company and its accountants at which the contents of the Registration Statement and the Prospectus and each amendment or supplement thereto (in each caserelated matters were discussed, other than and without expressing any opinion as to the financial statements and or other financial and statistical information data contained therein: (A) nothing has come to such counsel's attention which leads them to believe that the Registration Statement and the Prospectus, as amended or supplemented by any amendments or supplements thereto made by the Company prior to which such counsel need express no opinion) the Closing Date, do not comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; Act; (lB) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares nothing has come to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason their attention which leads them to believe that the Registration StatementStatement or the Prospectus, as of its effective dateamended or supplemented by any such amendments or supplements thereto, contained contains any untrue statement of a material fact or omitted omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; (C) they do not know of any contract or other document required to be described in or filed as an exhibit to the Registration Statement which is not so described or filed; and (D) the Registration Statement has become effective under the Act, and, to the best of their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated by the ProspectusCommission. (ix) This Agreement has been duly authorized and executed by the Company and is a valid and binding agreement of the Company. (x) Based upon representations of management, as the Company is not in default of any of the contracts, licenses, leases or agreements to which it is a party, and the offering of the Shares and the Underwriter's Purchase Warrants will not cause the Company to become in default of any of its date contracts, licenses, leases or agreements. (xi) The Company is not currently offering any securities for sale except as described in the date Registration Statement. (xii) Counsel has no knowledge of such opinionany promoter, included affiliate, parent or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light subsidiaries of the circumstances Company except as are described in the Registration Statement and Prospectus. (xiii) To the knowledge of counsel, and without making any statement as to title, the Company owns all properties described in the Registration Statement as being owned by it; the properties are free and clear of all liens, charges, encumbrances or restrictions except as described in the Registration Statement; all of the leases, subleases and other agreements under which they were madethe Company holds its properties are in full force and effect; the Company is not in default under any of the material terms or provisions of any of the leases, not misleadingsubleases or other agreements; provided that and there are no claims against the Company concerning its rights under the leases, subleases and other agreements and concerning its right to continued possession of its properties. (xiv) To the knowledge of counsel, the Company possesses the required licenses, certificates, authorizations or permits issued by the appropriate federal, state and local regulatory authorities necessary to conduct its business as described in each case the Registration Statement and to retain possession of its properties. Counsel is unaware of any notice of any proceeding relating to the revocation or modification of any of these licenses, certificates, authorizations or permits having been received by the Company. (xv) To the knowledge of counsel, the Company has paid all taxes which are shown as due and owing on the financial statements included in the Registration Statement and Prospectus. As to all factual matters including without limitation the issuance of stock and warrant certificates and receipt of payment therefor, the states in which the Company transacts business, the adoption of resolutions reflected by the Company's minute book and the like, such counsel need not express may rely on the certificate of an appropriate officer of the Company. Counsel's opinion as to the validity and enforceability of any and all contracts and agreements referenced herein may exclude any opinion as to the financial statements and other financial and statistical information contained therein. In rendering validity or enforceability of any indemnification or contribution provisions thereof, or as the validity or enforceability of any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion contract or agreement may be limited by bankruptcy or other laws relating to the laws of the United States, the laws of the State of California or affecting creditors' rights generally and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3by equitable principles.

Opinion of Counsel. The Representative TRQ shall have received delivered at the Effective Date to Quality Resource Technologies an opinionopinion of its counsel dated as of date of the Effective Date in form and substance reasonably satisfactory to Quality Resource Technologies and its counsel, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that: that (ai) the Company has been TRQ is a duly and validly organized and is validly existing as a corporation in good standing under the laws of the State of CaliforniaDelaware, and duly in each state where TRQ may be qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualificationcorporation, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the with full corporate power to own or lease its propertiescarry on the business in which it is engaged; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (cii) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each performance of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action consummation of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants transactions contemplated herein will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any terms or provisions of or cause a default under the terms Certificate of Incorporation or Bylaws of TRQ or, to TRQ’s said counsel best knowledge and provisions ofbelief any order, rule, or constitute a default underregulation of any court, governmental agency or body having jurisdiction over TRQ, or any of its activities, properties, any statute, indenture, mortgage, deed of trust, lease lease, loan agreement, security agreement, or other agreement or instrument, instrument known to such said counsel, to which the Company TRQ is a party or by which the Company it is bound or to which any of its properties are boundproperty is subject; (iii) no provision of the Certificate of Incorporation, Bylaws, minutes or share certificates of TRQ or, to TRQ’s said counsel’s best knowledge and belief, any contract to which TRQ is a party or otherwise bound or affected, prevents the TRQ Stockholders from delivering good, absolute, and marketable title to the TRQ Common Stock to Quality Resource Technologies as contemplated by this Agreement; (iv) TRQ is authorized by its Certificate of Incorporation to issue 200,000,000 shares of the TRQ Common Stock and 10,000,000 shares of preferred stock; (v) that as of the date of this Agreement, there were 100 shares of the TRQ Common Stock duly and validly issued and outstanding, fully paid, and non-assessable and no shares of preferred stock issued or outstanding; (vi) as of the Effective Date, all shares of the TRQ Common Stock were held by two TRQ Stockholders each of whom is an “accredited investors” as defined in the Securities Act, and subject to the terms of the Merger as of the Effective Date; (vii) to the best knowledge and belief of such counsel the issuance and sale of the TRQ Common Stock did not violate the Securities Act, or the Articles of Incorporation or Bylaws rules and regulations of the CompanySEC thereunder, or any statute applicable state securities or any judgmentBlue Sky Laws, decree, order, rule and that TRQ has no other authorized or regulation outstanding series or class of any court capital stock or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b)securities; and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (mviii) such counsel shall also state that they have has no reason knowledge of any litigation, proceeding, or governmental investigation or labor dispute pending or threatened against or relating to believe that the Registration StatementTRQ, its properties or businesses, except as of its effective date, contained any untrue statement of a material fact set forth herein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such in said opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.

Opinion of Counsel. The Representative Acquiror shall have received delivered at the Effective Date to the Company an opinionopinion of its counsel dated as of date of the Effective Date in form and substance reasonably satisfactory to the Company and its counsel, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that: that (ai) the Company has been Acquiror is a duly and validly organized and is validly existing as a corporation in good standing under the laws of the State of CaliforniaNevada, and duly in each state where Acquiror may be qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualificationcorporation, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the with full corporate power to own or lease its propertiescarry on the business in which it is engaged; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (cii) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each performance of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action consummation of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants transactions contemplated herein will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any terms or provisions of or cause a default under the terms and provisions ofAcquiror Articles or Acquiror Bylaws or, to any order, rule, or constitute a default underregulation of any court, governmental agency or body having jurisdiction over Acquiror, or any of its activities, properties, any statute, indenture, mortgage, deed of trust, lease lease, loan agreement, security agreement, or other agreement or instrument, known to such counsel, instrument to which the Company Acquiror is a party or by which the Company it is bound or to which any of its properties are boundproperty is subject; (iii) no provision of the Acquiror Articles, Acquiror Bylaws, minutes or share certificates of Acquiror or any contract to which Acquiror is a party or otherwise bound or affected, prevents the Acquiror from delivering good, absolute, and marketable title to the Acquiror Common Stock to the Company as contemplated by this Agreement; (iv) Acquiror is authorized by the Acquiror Articles to issue 500,000,000 shares of the Acquiror Common Stock; (v) that as of the date of this Agreement, there were 20,955,199 shares of the Acquiror Common Stock duly and validly issued and outstanding, fully paid, and non-assessable; (vi) to the best knowledge and belief of such counsel the issuance and sale of the Acquiror Common Stock did not violate the Securities Act, or the Articles of Incorporation or Bylaws rules and regulations of the CompanySEC thereunder, or any statute applicable state securities or any judgmentBlue Sky Laws, decree, order, rule and that Acquiror has no other authorized or regulation outstanding series or class of any court capital stock or other governmental authority or any arbitrator known to such counsel and applicable to the Company; securities; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (mviii) such counsel shall also state that they have has no reason knowledge of any litigation, proceeding, or governmental investigation or labor dispute pending or threatened against or relating to believe that Acquiror, its properties or businesses, except as set forth herein or in said opinion; and (ix) the Registration Statement, as redomestication of its effective date, contained any untrue statement of a material fact or omitted Acquiror from Idaho to state any material fact Nevada was conducted in accordance with all applicable laws and no Acquiror stockholder approval was required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of for such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3redomestication.

Opinion of Counsel. The Representative San West shall have received delivered at the Effective Date to Human BioSystems an opinionopinion of its counsel dated as of date of the Effective Date in form and substance reasonably satisfactory to Human BioSystems and its counsel, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that: that (ai) the Company has been San West is a duly and validly organized and is validly existing as a corporation in good standing under the laws of the State of CaliforniaNevada, and duly in each state where San West may be qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualificationcorporation, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the with full corporate power to own or lease its propertiescarry on the business in which it is engaged; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (cii) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each performance of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action consummation of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants transactions contemplated herein will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any terms or provisions of or cause a default under the terms Articles of Incorporation or Bylaws of San West or, to San West’s said counsel best knowledge and provisions ofbelief any order, rule, or constitute a default underregulation of any court, governmental agency or body having jurisdiction over San West, or any of its activities, properties, any statute, indenture, mortgage, deed of trust, lease lease, loan agreement, security agreement, or other agreement or instrument, instrument known to such said counsel, to which the Company San West is a party or by which the Company it is bound or to which any of its properties property is subject; (iii) no provision of the Articles of Incorporation, Bylaws, minutes or share certificates of San West or, to San West’s said counsel’s best knowledge and belief, any contract to which San West is a party or otherwise bound or affected, prevents the San West Stockholders from delivering good, absolute, and marketable title to the San West Common Stock to Human BioSystems as contemplated by this Agreement; (iv) San West is authorized by its Articles of Incorporation to issue 25,000,000 shares of the San West Common Stock; (v) that as of the date of this Agreement, there were 4,136,836 shares of the San West Common Stock duly and validly issued and outstanding, fully paid, and non-assessable; (vi) as of the Effective Date, all shares of the San West Common Stock were held by 33 San West Stockholders all of whom are bound“accredited investors” as defined in the Securities Act, and subject to the terms of the Merger as of the Effective Date; (vii) to the best knowledge and belief of such counsel the issuance and sale of the San West Preferred Stock and the San West Common Stock did not violate the Securities Act, or the Articles of Incorporation or Bylaws rules and regulations of the CompanySEC thereunder, or any statute applicable state securities or any judgmentBlue Sky Laws, decree, order, rule and that San West has no other authorized or regulation outstanding series or class of any court capital stock or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b)securities; and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (mviii) such counsel shall also state that they have has no reason knowledge of any litigation, proceeding, or governmental investigation or labor dispute pending or threatened against or relating to believe that the Registration StatementSan West, its properties or businesses, except as of its effective date, contained any untrue statement of a material fact set forth herein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such in said opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.

Opinion of Counsel. The Representative shall have received Unless otherwise specified in a Series ------------------- Supplement, an opinionOpinion of Counsel, portions of which may be delivered by counsel for the Note Issuer, portions of which may be delivered by counsel for the Seller and the Servicer, and portions of which may be delivered by counsel for the Trust, dated the Firm Closing Series Issuance Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially in each case subject to the customary exceptions, qualifications and assumptions contained therein, to the collective effect that: (a) the Company Indenture has been duly organized qualified under the Trust Indenture Act and either the Series Supplement has been duly qualified under the Trust Indenture Act or no such qualification of the Series Supplement is necessary; (b) all instruments furnished to the Note Trustee pursuant to this Indenture conform to the requirements set forth in this Indenture and constitute all of the documents required to be delivered hereunder for the Note Trustee to authenticate and deliver the Notes applied for, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Notes have been complied with; (c) the Note Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Notes, and each of the Series Supplement and this Indenture, and the Notes have been duly authorized and the Note Issuer is duly formed and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing jurisdiction of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statementorganization; (d) the capital stock of Series Supplement and the Company conformsIndenture have been duly authorized, as to legal matters, to executed and delivered by the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respectsNote Issuer; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants Notes applied for have been duly authorized by all necessary corporate action and executed and, when authenticated in accordance with the provisions of the Company Indenture and each delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Note Issuer, entitled to the benefits of the Indenture and the related Series Supplement; (f) this Indenture, the Sale Agreement or the Subsequent Sale Agreement, as applicable, the Servicing Agreement and the agreement representing the Underwriter's Warrants is a related Series Supplement are valid and binding obligation agreements of the Company Note Issuer, enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar laws affecting the enforceability rights of creditors' rights creditors generally and subject to general principles of equity and(regardless of whether such enforceability is considered in a proceeding in equity or at law); (I) to the extent that the provisions of Section 843 of the PU Code apply to the grant of a security interest by the Note Issuer in the Collateral pursuant to this Indenture, then upon the giving of value by the Note Trustee to the Note Issuer with respect to the Collateral, (A) this AgreementIndenture creates in favor of the Note Trustee a security interest in the rights of the Note Issuer in the Collateral, except as (B) such security interest is valid and enforceable against the Note Issuer and third parties (subject to the rights of any third parties holding security interests in such Collateral perfected in the manner described in Section 843 of the PU Code), and has attached, (C) such security interest is perfected, and (D) such perfected security interest is of first priority (subject to indemnify any statutory lien in favor of the holders of the rate reduction bonds issued pursuant to the Financing Order and contribution hereunder may be limited by applicable federal the trustee or state securities lawsthe representative for such holders pursuant to Section 843(g) of the PU Code). (fII) The Underwriter's Warrants will conform To the extent that the provisions of Section 843 of the PU Code do not apply to the description thereof grant of a security interest by the Note Issuer in the Collateral pursuant to this Indenture, then upon the giving of value by the Note Trustee to the Note Issuer with respect to the Collateral, (A) this Indenture creates in favor of the Note Trustee a security interest in the rights of the Note Issuer in the Collateral, and such security interest is enforceable against the Note Issuer with respect to such Collateral, (B) such security interest is perfected, and (C) such perfected security interest is of first priority (subject to any statutory lien in favor of the holders of the rate reduction bonds issued pursuant to the Financing Order and the trustee or the representative for such holders pursuant to Section 843(g) of the PU Code); (h) either (A) the Registration Statement covering the Notes and the Prospectus, and when issued and paid for in accordance with Certificates is effective under the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, Securities Act and, to the best knowledge of such counsel's knowledge and information, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the such Registration Statement or any amendment thereto has been issued by under the Commission, Securities Act and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, initiated or are pending or threatened or contemplated by the CommissionSEC or (B) the Notes or the Certificates are exempt from the registration requirements under the Securities Act; (ki) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company Note Issuer is not required, now and, if assuming that the Company Note Issuer uses the proceeds of the sale of the Firm Shares and Notes for the Option Shares solely as described purpose of acquiring Transition Property in accordance with the Prospectusterms of the Sale Agreement, will not be required as a result of following the sale of such Shares the Notes to the Trust and the Certificates to the underwriter, underwriters, placement agent or agents or similar Person, neither the Note Issuer nor the Trust will be required to be registered as an investment Company within the meaning of under the Investment Company Act of 1940, as amended; (j) the Sale Agreement is a valid and binding agreement of the Seller enforceable against the Seller in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (k) the Servicing Agreement is a valid and binding agreement of the Servicer enforceable against the Servicer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (l) upon the delivery of the fully executed Sale Agreement to the Note Issuer and the payment of the purchase price of the Transition Property by the Note Issuer to the Seller pursuant to the Sale Agreement, then (I) the transfer of the Transition Property by the Seller to the Note Issuer pursuant to the Sale Agreement conveys the Seller's right, title and interest in the Transition Property to the Note Issuer and will be treated under state law as an absolute transfer of all of the Seller's right, title, and interest in the Transition Property, other than for federal and state income and franchise tax purposes, (II) such transfer of the Transition Property is perfected, (III) such transfer has priority over any other assignment of the Transition Property and (IV) the Transition Property is free and clear of all liens created prior to its transfer to the Note Issuer pursuant to the Sale Agreement; and (m) such counsel shall also state that they have no reason to believe that other matters as the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel Note Trustee may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3reasonably require.

Opinion of Counsel. The Representative Company shall have received an opiniona favorable opinion of Gary Steven Findley & Associates, counsel to MVB, dated as of the Firm Closing Date, of C▇▇▇▇▇▇ ▇▇▇▇, ▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for m and substance satisfactory to the Company, substantially Company to the effect that: (ai) the Company has been MVB is a state chartered commercial bank, duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of California, has all requisite corporate power and duly qualified authority to transact business as a foreign corporation own, lease, and is in good standing under the laws of all other jurisdictions where the ownership or leasing of operate its properties or the conduct of its business requires such qualificationand assets, except where the failure and to be so qualified would not have carry on a material adverse effect on the Companygeneral banking business; (bii) the Company MVB has the all requisite corporate power and authority to own or lease execute, deliver and perform its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into obligations under this Agreement and to carry out all the Plan of Merger; the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the terms transactions contemplated hereby and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares thereby have been duly authorized by all necessary requisite corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders part of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the SharesMVB; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants Plan of Merger have been duly authorized executed and delivered by all necessary corporate action of MVB and constitute the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a legal, valid and binding obligation of the Company MVB, enforceable against MVB in accordance with its terms, except as such enforceability the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited or by applicable federal or state securities laws.equitable principles; (fiii) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms authorized capital stock of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations MVB consists of the Company entitled to the rights and benefits of such agreement. The 2,000,000 shares of Common Stock common stock, no par value per share, of the Company issuable upon exercise of the Underwriter's Warrants have been duly which [COMPLETE AS OF THE CLOSING DATE] shares are outstanding and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and are validly issued, fully paid and non- assessable nonassessable. Such shares are the only shares of capital stock of MVB authorized, issued or outstanding; and free to the knowledge of preemptive rights.Gary Steven Findley and Associates, MVB is n▇▇ ▇ ▇▇▇▇▇ ▇▇, ▇▇▇ is not obligated by, any commitment, plan or arrangement to issue or to sell any shares of capital stock or any other equity interest in MVB other than the MVB Option Plan or as disclosed in the MVB Disclosure Schedule; and (giv) no legal or governmental proceedings are pending to which the Company is a party or to which execution and delivery by MVB of, and the property performance of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described thereintransactions contemplated by, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations each of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated transaction documents do not require the consent(a) violate MVB's Articles or Bylaws, approval(b) breach, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed existing obligation of trust, lease or other MVB under any material agreement or instrument, known to such counsel, instrument to which the Company MVB is a party or by which the Company or any of its properties are boundparty, or the Articles (c) breach or otherwise violate any existing obligation of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of MVB under any court order that names MVB and is specifically directed to it or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3property.

Opinion of Counsel. The Representative Buyer shall have received delivered to Sellers' Representative an opinionopinion of Stroock & Stroock & Lavan LLP, counsel to Buyer, dated as of the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇in f▇▇▇ & ▇▇▇▇▇▇▇▇ LLPnd substance satisfactory to Sellers' Representative, Los Angeles, California counsel for the Company, substantially to the effect that: (a) the Company has been Buyer is a corporation duly organized and is incorporated, validly existing as a corporation and in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company;Delaware. (b) All corporate action by Buyer required in order to authorize the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement execution and delivery of this Agreement, and the Prospectus; Ancillary Agreements to enter into this Agreement which Buyer is a party and to carry out all the consummation of the terms transactions contemplated hereby has been duly and provisions hereof to be carried out by it;validly taken, and no approval of the stockholders of Buyer is required in connection therewith. (c) Each of this Agreement and the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" Ancillary Agreements (except in the Prospectus; other than case of the Warrants, only the Initial Warrants) to which Buyer is a party has been duly executed and delivered by Buyer and is a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as disclosed in the Registration Statement and the Prospectuslimited by bankruptcy, there are no outstanding optionsinsolvency, warrantsreorganization, moratorium or other similar laws relating to creditors' rights calling for the issuance of, and no commitment, plan generally or arrangement by equitable principles (whether considered in an action at law or in equity) or other customary limitations reasonably satisfactory to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company Sellers' counsel. (d) The Shares have been duly authorized and validly issued and are fully paid and nonassessable; non-assessable and the Shares have been duly authorized by all necessary corporate action of the Company, andUnderlying Shares, when issued and delivered to in accordance with their terms and paid for pursuant to this Agreementfor, will shall be duly authorized and validly issued, issued and shall be fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects;. (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcyNo authorization, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approvalorder, authorization, registration permit or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions approval of, or constitute a default underfiling with, any indentureGovernmental Entity, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each caseany other person, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein made or necessary to make obtained by Buyer in connection with the statements therein not misleading or that the Prospectusexecution, as delivery and performance of its date this Agreement by Buyer or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light consummation by Buyer of the circumstances under which they were madetransactions contemplated hereby, not misleading; provided that except as set forth in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained thereinthis Agreement or on Exhibit H attached hereto. In rendering any such opinion, such counsel may rely (i) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to governed by the laws of the United Statesjurisdictions other than states in which such counsel is admitted to practice, the laws upon opinions of the State local counsel satisfactory to such counsel, and (ii) as to factual matters, upon certificates and assurances of California public officials and the General Corporation Law officers of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3Buyer.

Opinion of Counsel. The Representative Subsidiary and Vendor shall have received an opinion, dated delivered to the Firm Purchaser on the date of the Closing Date, the opinion of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angelescounsel to Subsidiary and Vendor dated as of such date, California in form and substancesatisfactory to counsel for the CompanyPurchaser, substantially to the effect that: (a) the Company has been duly organized Subsidiary and is Vendor are corporations validly existing as a corporation and in good standing under the laws of the State their respective jurisdictions of Californiaincorporation, with all requisite corporate power and authority to own, lease, license, and use their property and assets and to carry on the business in which they are now engaged. (b) Subsidiary is duly qualified to transact the business as a foreign corporation in which it ia engaged and is in good standing under as a corporation in France; officers of Subsidiary have submitted to such counsel a certificate, a copy of which is attached to their opinion as Exhibit, stating that, in their opinion, France is the laws only jurisdiction in which the real or personal property or assets owned, leased, licensed, or wed or business conducted by Subsidiary is material to the operations of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it;Subsidiary. (c) the Company has an The authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all Subsidiary is as net form I in Section 1.02 of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issuedexcept for such changes as are set forth in such opinion, fully paid as to each of which such counsel shall opine that it is permitted by the provisions of this Agreement; and nonassessable; all the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; Subsidiary am validly authorized, validly issued, fully paid, and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement;non assessable. (d) the The authorized and outstanding capital stock of, and ownership by Vendor of the Company conformsSubsidiary as set forth in Exhibit A to this Agreement [except for such changes as are set forth in such opinion, as to legal matterseach of which such counsel shall opine that it is permitted by the provisions of this Agreement]; are validly authorized, validly issued, fully paid, and non assessable and owned of record and, to the statements set forth under actual knowledge of such counsel, beneficially by Vendor, in each case to the heading "DESCRIPTION OF SECURITIES" in the Prospectus in actual knowledge of such counsel free and clear of all material respects;liens, seourity interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts. (e) All necessary corporate proceedings of Subsidiary and Vendor have been duly taken to authorize the execution execution, delivery and delivery of each performance of this Agreement by Subsidiary and the agreement representing the Underwriter's Warrants have Vendor. (f) Vendor has all requisite power and authority to execute, deliver, and perform this Agreement, and this Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action of Vendor, constitutes the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid legal, valid, and binding obligation of the Company except as such enforceability may be limited by Subsidiary and Vendor, and (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar and other laws affecting the enforceability of creditors' ’ rights generally generally) is enforceable as to Subsidiary and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for Vendor in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rightsits terms. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus The execution, delivery, and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions performance of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do by Vendor will not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with violate or result in a breach or violation of any term of Subsidiary’s certificate of incorporation or of its bylaws; and the terms execution, delivery, and provisions performance of this Agreement by Vendor will not violate, result in a breach of, conflict with, or constitute entitle any party to terminate or call a default under, entitle any indenture, mortgage, deed of trust, lease or other agreement or instrument, known party to rights and privileges that such counsel, party was not entitled to which the Company is a party or by which the Company or any of its properties are boundreceive immediately before this Agreement was executed under, or create any obligation on the Articles part of Incorporation or Bylaws Subsidiary that it was not obligated to pay immediately before the Agreement was executed under. (h) After reasonable investigation, such counsel have no actual knowledge of the Companyany consent, or any statute or any judgmentauthorization, decreeapproval, order, rule license, certificate, or regulation permit of or from, or declaration or filing with, any court federal, state, local, or other governmental authority or any arbitrator known to court or other tribunal which is required of Vendor or Subsidiary, for the execution, delivery, or performance of this Agreement by Subsidiary or Vendor, except as set forth in Sections 4.10, 4.11, 4.12, 4.13 and 4.14. (i) After reasonable investigation, such counsel and applicable have no actual knowledge of my litigation, arbitration, governmental or other proceeding (formal or informal), or investigation pending or threatened with respect to Subsidiary or Vendor, or any their respective business, properties, or assets that (i) can reasonably be expected to result in any materially adverse change in the Company;financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Subsidiary or (ii) seeks to prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement, or to obtain substantial damages with respect thereto, except as disclosed in this Agreement. (j) The offer, sale, and delivery of the Registration Statement is effective Acquired Shares under the Actcircumstances contemplated by this Agreement constitute exempted transactions under French securities laws, Securities Act and registration of those shares under the Securities Act is not required in connection with any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement offer, sale, or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge delivery of such counsel, are threatened or contemplated by the Commission;shares. (k) Such other matters as counsel for the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3Purchaser m y reasonably request.

Opinion of Counsel. The Representative Buyer shall have received delivered to Sellers an opinion, dated the Firm Closing Date, ------------------ opinion of counsel to Buyer and ▇▇▇▇▇▇, ▇'▇▇▇▇▇dated as of the Closing Date, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin form and substance satisfactory to Sellers, Los Angeles, California counsel for the Company, substantially to the effect that: (a) the Company has been Buyer is a corporation duly organized and is incorporated, validly existing as a corporation and in good standing under the laws of the State of CaliforniaIowa; ▇▇▇▇▇▇ is a corporation duly incorporated, validly existing and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing State of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company;Delaware. (b) Each of Buyer and ▇▇▇▇▇▇ have the Company has the necessary corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; authority to enter into this Agreement and to carry out all of consummate the terms and provisions hereof to be carried out by it;transactions contemplated hereby: (c) All corporate action by each of Buyer and ▇▇▇▇▇▇ required in order to authorize the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement execution and delivery of this Agreement and the Prospectus, there are no outstanding options, warrants, or other rights calling for consummation of the issuance oftransactions contemplated hereby has been duly and validly taken, and no commitment, plan or arrangement to issue or register, any share of capital stock approval of the Company; all stockholders of the shares of capital stock of the Company have Buyer and ▇▇▇▇▇▇ is required in connection therewith or, if required, such approval has been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statementobtained; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution This Agreement has been duly executed and delivery of delivered by each of this Agreement Buyer and ▇▇▇▇▇▇ and is the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company Buyer and ▇▇▇▇▇▇, enforceable against Buyer and ▇▇▇▇▇▇ in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of relating to creditors' rights generally and subject to general or by equitable principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof whether considered in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants an action at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case law or in the aggregate, result in any material adverse change in the business, prospects, financial condition equity) or results of operations of the Companyother customary limitations reasonably satisfactory to Sellers' counsel; (he) no contract or other document is required to be described in Neither the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering execution and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions delivery of this Agreement by Buyer and the agreement representing the Underwriter's Warrants and ▇▇▇▇▇▇ nor the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or hereby will (i) violate the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation each of any court or other governmental authority or any arbitrator known to such counsel Buyer and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP (ii) except as set forth in this Agreement or exhibits or schedules hereto, breach, or cause a default under, any term or provision of any material contract or agreement to rely upon which Buyer or ▇▇▇▇▇▇ is a party and of which such opinion in rendering its opinion in Section 7.3.counsel has knowledge or

Opinion of Counsel. The Representative UniCapital shall have received an opinionopinion from Glast, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇Phil▇▇▇▇ & ▇urr▇▇▇▇▇▇, ▇ LLPprofessional corporation, Los Angelescounsel to the Company and the Stockholders, California counsel for dated the CompanyMerger Effective Date, substantially in form and substance satisfactory to UniCapital, to the effect that:, with respect to the Company (including, without limitation, the Company): (a) the Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing state of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companyincorporation; (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened the Company is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances or contemplated by orders of public authorities to carry on its business in the Commissionplaces and in the manner now conducted; (kc) the Registration Statement authorized and outstanding capital stock of the Prospectus Company is as represented by the Stockholders in this Agreement and each amendment or supplement thereto (share of such stock has been duly and validly authorized and issued, is fully paid and nonassessable and was not issued in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements violation of the Act and the Rules and Regulationspreemptive rights of any stockholder; (ld) the Company does not have any outstanding options, warrants, calls, conversion rights or other commitments of any kind to issue or sell any of its capital stock; (e) this Agreement has been duly authorized, executed and delivered by the Company and the Stockholders and constitutes a valid and binding agreement of the Company and the Stockholders enforceable in accordance with its terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement and other similar laws relating to or affecting the rights of creditors and except (i) as the same may be subject to the effect of general principles of equity and (ii) that no opinion need be expressed as to the enforceability of indemnification provisions included herein; (f) upon consummation of the Merger contemplated by this Agreement, UniCapital will receive good title to the Company Stock, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind; (g) to the knowledge of such counsel, except to the extent set forth on Schedule 6.23, the Company is not requiredin violation of or default under any law or regulation, andor under any order of any court, if commission, board, bureau, agency or instrumentality wherever located and there are no claims, actions, suits or proceedings pending, or threatened against or affecting the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located; (h) to the knowledge of such counsel, except to the extent set forth on Schedule 6.17, the Company uses is not in default under any of its material contracts or agreements or has received notice of such default; (i) no notice to, consent, authorization, approval or order of any court or governmental agency or body or of any other third party is required (which has not been obtained) in connection with the proceeds execution, delivery or consummation of this Agreement by the Company or any Stockholders or for the transfer to UniCapital of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amendedStock; and (mj) such counsel shall also state that they have no reason to believe that the Registration Statement, as execution of its effective date, contained this Agreement and the performance of the obligations hereunder will not violate or result in a breach or constitute a default under any untrue statement of a material fact the terms or omitted to state any material fact required to be stated therein or necessary to make provisions of the statements therein not misleading or that the Prospectus, as of its date Company's charter documents or the date of such opinion, included bylaws or includes any untrue statement of a material fact Contract or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any Lease listed on Schedules 6.17 and 6.35. 45 Such opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at other matters incident to the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP matters set forth herein as agreed to rely upon such opinion in rendering its opinion in Section 7.3by the parties and their respective counsel.

Opinion of Counsel. The Representative MTLM shall have received an opinion, opinion dated as of the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California Date from counsel for the CompanyCompany and the Shareholders, substantially in form and substance acceptable to MTLM, to the effect that: (ai) the Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the State its state of Californiaincorporation, and duly qualified is authorized to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect carry on the Company; (b) the Company has the corporate power business now conducted by it and to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out properties now owned or leased by it; (cii) the Company has an authorized capital stock as set forth under obtained all necessary authorizations and consents of its directors and Shareholders to effect the heading "CAPITALIZATION" transactions contemplated in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; this Agreement; (iii) all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled owned as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statementset forth on Schedule 3.5 hereto; (div) except as set forth in Schedule 3.12, such counsel has no actual knowledge (without any independent investigation of any sort) of any litigation, proceeding or investigation pending or threatened which would result in any material adverse change in the capital stock properties, or business or in the condition of the Company conformsCompany, as to legal matters, to or which questions the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects;validity of this Agreement; and (ev) the execution and delivery of each of this Agreement, the Escrow Agreement, the Shareholders Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company Pledge and each of this Security Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of each of the Company and the Shareholders, as the case may be, and enforceable against each of them in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting the enforceability enforcement of creditors' rights generally and subject to general principles of equity generally; and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (fvi) The Underwriter's Warrants will conform to the description thereof in Company possesses all Permits for its business and operations, including the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms operation of the agreement representing the Underwriter's Warrants, will constitute legal, Owned Properties and Leased Premises. All Permits are valid and binding obligations of the Company entitled to the rights in full force and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein providedeffect, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party in material compliance with the requirements thereof, and no proceeding is pending or, to such counsel's actual knowledge, threatened to revoke or to which amend any of them. Except for the property New Permits, none of the Company Permits is subject that are required to or will be described in the Registration Statement impaired or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant way affected by the Company pursuant to this Agreement, the compliance by the Company with the other provisions execution and delivery of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3hereby.

Opinion of Counsel. The Representative MFT shall have received an opinion, dated the Firm Closing Date, opinion of ▇▇▇▇▇, ▇'▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, as counsel for Hanover, dated as of the date of the Closing, addressed to and in form and substance satisfactory to MFT, to the effect that (i) Hanover is a corporation duly organized and validly existing under the laws of the State of Maryland and each Hanover Portfolio is a validly existing series of shares of such corporation; (ii) Hanover is an open-end investment company of the management type registered under the Act; (iii) this Agreement and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite corporate action of Hanover and this Agreement has been duly executed and delivered by Hanover and is a valid and binding obligation of Hanover enforceable against Hanover in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (iv) to the best of such counsel's knowledge, no consent, approval, order or other authorization of any federal or New York state or Maryland state court or administrative or regulatory agency is required for Hanover to enter into this Agreement or carry out its terms that has not already been obtained other than where the failure to obtain any such consent, approval, order or authorization would not have a material adverse effect on the operations of Hanover; (v) to the best of such counsel's knowledge, Hanover is not in breach or violation of any material contract listed on Schedule II hereto to which it is a party, which breach or violation would (a) affect the ability of Hanover to enter into this Agreement or consummate the transactions contemplated hereby, including the Reorganization, or (b) have a material adverse effect on the business or financial condition of Hanover; and (vi) to the best of such counsel's knowledge, no federal or New York state or Maryland state administrative or regulatory proceeding is pending or threatened against Hanover which would (a) affect the ability of Hanover to enter into this Agreement or consummate the transactions contemplated hereby, including the Reorganization, or (b) have a material adverse effect on the business or financial condition of Hanover. In rendering such opinion, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that: (a) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect may rely on the Company; (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all opinion of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such Maryland counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of factrelating to Maryland law, to the extent such counsel deems proper, and on certificates of responsible officers and/or trustees of the Company and public officials. The foregoing opinion may be limited Hanover as to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3factual matters.

Opinion of Counsel. The Representative shall have received an opinion, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that: (a) the Company has been duly organized and is validly existing as a corporation in good standing under the laws Section 5.01 (a) of the State of California, Indenture is hereby amended and duly qualified to transact business restated in its entirety as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; follows: either (bx) the Company has shall be the corporate power continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall expressly assume, by a supplemental indenture, executed and delivered to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out Trustee, all of the terms and provisions hereof to be carried out by it; (c) obligations of the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; on all of the shares of capital stock of Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been duly authorized complied with and validly issued and are fully paid and nonassessable; that such supplemental indenture constitutes the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as or such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for successor enforceable against such entity in accordance with the terms its terms, subject to customary exceptions; and (b) Section 5.03 (a) of the agreement representing Indenture is hereby amended and restated in its entirety as follows: either (x) such Guarantor shall be the Underwriter's Warrantscontinuing Person or (y) the Person (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged or that acquired or leased such property and assets of such Guarantor shall expressly assume, will constitute legalby a supplemental indenture, valid executed and binding delivered to the Company and to the Trustee, all of the obligations of such Guarantor on the Company entitled relevant Guarantee and under this Indenture and such Guarantor shall have delivered to the rights and benefits Trustee an Opinion of Counsel stating that such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein providedconsolidation, will be duly and validly issuedmerger, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described thereinsale, andconveyance, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trusttransfer, lease or other agreement or instrument, known disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose transaction have been instituted or, to complied with and that such supplemental indenture constitutes the knowledge valid and binding obligation of such counselGuarantor or such successor enforceable against such entity in accordance with its terms, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as subject to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amendedcustomary exceptions; and (mc) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light Section 9.05 of the circumstances under which they were made, not misleading; provided that Indenture is hereby amended and restated in each case such counsel need not express any opinion its entirety as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.follows:

Opinion of Counsel. The Representative shall [Date] To the Bank party to the Credit Agreement referred to below Ladies and Gentlemen: We have received an opinion, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California acted as counsel for [Name of Borrowers], each a corporation or trust organized and existing under the Companylaws of (each a "Borrower" and collectively the "Borrowers"), substantially to in connection with the effect that:execution and delivery of the following documents (collectively, the "Credit Documents"): (a) the Company Credit Agreement, dated as of February __, 1996 among the Borrowers and Deutsche Bank AG, New York Branch, (the "Agreement"); and (b) the Notes of each Borrower, dated the date hereof and delivered pursuant to the Agreement; This opinion is delivered to you pursuant to Section 3.3 of the Agreement. Terms used herein which are defined in the Agreement shall have the respective meanings set forth in the Agreement, unless otherwise defined herein. In connection with this opinion, we have examined the originals, or certified, conformed or reproduction copies of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinions hereinafter expressed. In stating our opinion, we have assumed the genuineness of all signatures on original or certified copies, the authenticity of documents submitted to us as originals and the conformity to original or certified copies of all copies submitted to us as certified or reproduction copies. We have also assumed, for purposes of the opinions expressed herein, that the parties to the Credit Documents other than the Borrowers have the corporate power and authority to enter into and perform each of the Credit Documents and that each of the Credit Documents has been duly authorized, executed and delivered by each such other party. Based upon the foregoing, and subject to the qualifications set forth herein, we are of the opinion that: 1. Each Borrower (i) is a duly organized and is validly existing as a trust or corporation in good standing under the laws of the State jurisdiction of Californiaits incorporation, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and (iii) is duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions in each jurisdiction where the ownership ownership, leasing or leasing operation of its properties property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company;. (b) the Company 2. Each Borrower has the corporate or trust power to own or lease its properties; to conduct its business as described in the Registration Statement execute, deliver and the Prospectus; to enter into this Agreement and to carry out all of perform the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock each of the Company; all of the shares of capital stock of the Company have been duly authorized Credit Documents to which it is party and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by has taken all necessary corporate action to authorize the execution, delivery and performance by it of each of such Credit Documents. Each Borrower has duly execute and delivered each of the CompanyCredit Documents to which it is party, andand assuming due authorization, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of by the other parties thereto, each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a such Credit Documents constitutes its legal, valid and binding obligation of the Company enforceable in accordance with its terms except as such the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforceability of creditors' rights generally and subject to by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities lawsat law). (f) The Underwriter's Warrants will conform 3. Neither the execution, delivery or performance by any Borrower of the Credit Documents to the description thereof in the Registration Statement and the Prospectuswhich it is a party, and when issued and paid for in accordance nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation (including, without limitation, the Investment Company Act and Regulations G, T, U and X of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations Board of Governors of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (gFederal Reserve System) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, andor, to the best of our knowledge after due inquiry, any order, writ, injunction or decree of such counselany court or governmental instrumentality, no such proceedings have been threatened against the Company (ii) will conflict or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict inconsistent with or result in a any breach or violation of any of the terms and terms, covenants, conditions or provisions of, or constitute constitutes a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Borrower, pursuant to the terms of any indenture, mortgage, deed of trust, lease or other credit agreement, loan agreement or instrumentany other material agreement, known to such counsel, contract or instrument of which we are aware to which the Company any Borrower is a party or by which the Company it or any of its properties are bound, property or assets is bound or to which it may be subject or (iii) will violate any provision of the Articles Certificate of Incorporation or Bylaws By-Laws or trust documentation of any Borrower. The basis for the opinions expressed in this paragraph 3 as they relate to Section 17(d) of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel 1940 Act and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued 17d-1 promulgated thereunder by the Securities and Exchange Commission (the "Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k") the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3explained below.

Opinion of Counsel. The Representative (i) MAI shall have received an opinion, dated the Firm Closing Date, of furnished ▇▇▇▇▇, ▇'▇ with an opinion of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, its counsel, dated as of the Closing Date and addressed to ▇▇▇▇▇ LLPand New Company, Los Angelesconcerning the matters set forth below. In preparation of such opinion, California counsel may (A) rely without investigation upon representations and warranties of MAI and of the Shareholders contained in this Agreement as to matters of fact that do not involve conclusions of law and upon certificates of appropriate officers of MAI and certificates of governmental authorities as to certain matters of fact, (B) assume for the Company, purposes of such opinion that this Agreement and each of the Ancillary Agreements are governed by the laws of the State of New York and (C) have such other qualifications and exemptions which are normal or appropriate for opinions of the type described herein. The opinion shall be substantially to the effect that: (aA) the Company has been duly MAI is a corporation organized and is validly existing as a corporation and in good standing under the laws of the State of California, New York and duly qualified to transact business as a foreign corporation and is in good standing has all requisite corporate powers under the laws of all other jurisdictions where the ownership or leasing State of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) the Company has the corporate power New York to own or lease its properties; to the Assets and conduct its business as described in it is presently being conducted. (B) At the Registration Statement and time of the Prospectus; to enter into Closing Date, the consummation of the transactions contemplated by this Agreement and to carry out all will not result in a breach of the terms and provisions hereof to be carried out by it;certificate of incorporation or bylaws of MAI. (cC) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the The execution and delivery by each of each MAI and the Shareholders of this Agreement and each Ancillary Agreement to which it is a party and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action consummation of the Company transactions contemplated hereby and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants thereby have been duly and validly authorized by all necessary action on the part of MAI and reserved for issuance upon exercise the Shareholders, respectively. Each of MAI and the Shareholders has requisite power and authority to execute and deliver each of this Agreement and each of the Underwriter's Warrants Ancillary Agreements to which it is a party and when issued upon such exercise to perform its obligations thereunder, and this Agreement and each of the Ancillary Agreements to which it is a party are enforceable against MAI and the Shareholders in accordance with its terms, subject to, or limited by, (A) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the terms enforcement of the agreement representing the Underwriter's Warrants creditors' rights generally or (B) general principles of equity, whether considered in a proceeding at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rightslaw or in equity. (gD) no legal No consent, approval, authorization or order of any court or governmental proceedings are pending to which the Company is a party or to which the property agency of the Company is subject that are required to be described in the Registration Statement United States of America or the Prospectus and are State of New York, which has not described thereinbeen obtained, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement obtained by MAI or the Prospectus Shareholders for the consummation at Closing by MAI or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale Shareholders of the Shares and the Underwriter's Warrant transactions contemplated by the Company pursuant to this Agreement, the Agreement other than filings required in connection with or in compliance by the Company with the other provisions of this Agreement the HSR Act and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as filings that have been obtained and such as may be required under state securities made or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3obtained.

Opinion of Counsel. The Representative KNPC and KNE shall have received an opiniondelivered to TBI a favorable opinion of their counsel, dated the Firm Closing Date, of Mart▇▇ ▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPquire, Los Angelesdated the Closing Date, California counsel for the Companyin form and substance satisfactory to TBI and its counsel, substantially to the effect that: : (a) the Company has been each of KNE and KNPC is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State their respective jurisdictions of Californiaincorporation, and has full corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease; (b) KNPC is duly qualified to transact do business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing character of its properties or the conduct nature of its business requires activities makes such qualification, except qualification necessary and where the failure to qualify would be so qualified would not have a material materially adverse effect on the Company; (b) the Company has the corporate power to own or lease its propertiesKNPC; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized authorized, issued and outstanding capital stock of KNPC is as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance ofSection 3.2 of this Agreement, and no commitment, plan or arrangement to issue or register, any share of capital stock each of the Company; all of the issued and outstanding shares of capital stock KNPC Common Stock has been duly authorized and issued and is fully paid and non-assessable; (d) the execution, delivery and performance of this Agreement and all other documents to be executed by KNE and KNPC in connection with this Agreement (the Company "KNPC Documents") have been duly authorized and validly issued approved by all requisite action of the Board of Directors of KNE and are fully paid KNPC and nonassessable; KNE as the Shares sole shareholder of KNPC, and this Agreement and all other KNPC Documents have been duly authorized by all necessary corporate action of the Company, and, when issued executed and delivered to by KNE and paid for pursuant to this Agreement, will be validly issued, fully paid KNPC and nonassessableconstitute valid and legally binding obligations of KNE and KNPC; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing other KNPC Documents did not, and the Underwriter's Warrants have been duly authorized by all necessary corporate action consummation of the Company transactions contemplated hereby and each thereby will not, violate any provision of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation any agreement, instrument, order, judgment or decree, of the Company except as which such enforceability counsel has knowledge, to which KNE or KNPC may be limited a party or by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability which either of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. them is bound; (f) The Underwriter's Warrants will conform to except as may be specified by such counsel, such counsel does not know of any material suit or proceeding pending or threatened against or affecting KNPC, KNE or any of their respective businesses or properties or the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms consummation of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. transactions contemplated hereunder; (g) no legal all regulatory and governmental approvals, consents and filings required of KNPC or governmental proceedings are pending to which KNE for the Company is a party or to which the property consummation of the Company is subject that are required to be described in transactions contemplated by this Agreement or any of the Registration Statement other KNPC Documents have been obtained or the Prospectus and are not described thereinmade, and, to the best knowledge of such counsel, no all such proceedings have been threatened against the Company approvals, consents or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, filings remain in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, full effect as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.such

Opinion of Counsel. The Representative Buyer shall have received an opinion, delivered to Seller opinions dated the Firm Closing Date, Date of (i) ▇▇▇▇▇ ▇. ▇▇▇▇, ▇'▇▇▇▇▇Esq., ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPGeneral Counsel of the Buyer in form and substance reasonably satisfactory to Seller and its counsel, Los Angeles, California counsel for the Company, substantially to the effect that: (ai) the Company has been Buyer is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing jurisdiction of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companyincorporation; (bii) the Company Buyer has the full corporate power and authority to own or lease its properties; to conduct its business as described in the Registration Statement execute and the Prospectus; to enter into deliver this Agreement and the Use of Names Agreement and to carry out all of the terms perform its obligations hereunder and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement thereunder, and the Prospectusexecution, there are no outstanding options, warrants, or other rights calling for delivery and performance by Buyer of this Agreement and the issuance of, and no commitment, plan or arrangement to issue or register, any share Use of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares Names Agreement have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders part of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration StatementBuyer; (diii) the capital stock of the Company conformsexecution, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution delivery and delivery of each performance of this Agreement and the agreement representing Use of Names Agreement by ▇▇▇▇▇ and the Underwriter's Warrants have been duly authorized by all necessary corporate action consummation of the Company transactions contemplated hereby and each thereby do not and will not contravene the articles or certificate of incorporation or bylaws or other charter or organizational documents of Buyer; (iv) to the best of such counsel's knowledge, there are no actions, suits or proceedings pending or threatened against Buyer that in the opinion of such counsel question the validity of this Agreement or the Use of Names Agreement or any action taken or to be taken by Buyer pursuant to or in connection with the transactions contemplated by this Agreement or the Use of Names Agreement; and (ii) O'Melveny & ▇▇▇▇▇, counsel to the Buyer, in form and substance reasonably satisfactory to the Seller and its counsel, to the effect that: assuming this Agreement and the agreement representing Use of Names Agreement each has been duly authorized, executed and delivered, this Agreement and the Underwriter's Warrants Use of Names Agreement have been duly executed and delivered by ▇▇▇▇▇ and each is a the valid and binding obligation of Buyer enforceable in accordance with its terms, subject to the Company except as such enforceability may be limited qualification, however, that enforcement of the rights and remedies created by this Agreement and the Use of Names Agreement is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general application relating to or affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b)principles; and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinionopinions, such counsel may rely upon opinions of other counsel reasonably satisfactory to Seller and its counsel as to matters of fact, to insurance laws and matters other than the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the federal laws of the United States, States and the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of New York; provided that such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely state that it believes both Seller and it are justified in relying upon such opinion in rendering its opinion in Section 7.3opinions.

Opinion of Counsel. The Representative Buyer shall have received an opinion, addressed to it and dated the Firm Closing Date, of from ▇▇▇▇▇, ▇'▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angelesspecial counsel to the Stockholders (which will specifically state that the Buyer's lenders are entitled to rely on such opinion as if it were addressed to them), California counsel for the Company, substantially to the effect that: (ai) the The Company has been is duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State of California, and it has all requisite power to own, lease and operate its assets, properties and business as now conducted. The Company does not own, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, business, trust or other entity. (ii) The Company is duly qualified or licensed to transact do business as a foreign corporation and is in good standing under in every jurisdiction in which the laws nature of all other jurisdictions where business or the ownership or leasing location of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company;qualification or licensing. (biii) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock Based solely upon a review of the Company; all 's Articles of Incorporation, the shares of authorized capital stock of the Company consists solely of 10,000,000 shares of common stock, without par value. The Shares (A) are owned of record by the Stockholders in the amounts set forth on EXHIBIT A attached hereto, (B) have been duly authorized and authorized, are validly issued and outstanding, are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action nonassessable and (C) based solely upon a review of the Company's stock book and minute book, and, when constitute all of the issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company Company. To our knowledge, there are entitled as such outstanding no securities convertible into, exchangeable for or carrying the right to any preemptive or other rights to subscribe for any of the Shares; and no holders of acquire equity securities of the Company, or subscriptions, warrants, options, rights, calls, agreements, demands or other arrangements or commitments of any character obligating the Company are entitled to have such issue or dispose of any of its equity securities registered under the Registration Statement; (d) or any ownership interests in the capital stock of the Company conformsCompany. (iv) Assuming the Buyer is acquiring the Shares in good faith without notice of any adverse claim, as upon payment for, and delivery of, the Shares to legal matters, Buyer pursuant to the statements set forth under Agreement, the heading "DESCRIPTION OF SECURITIES" in Buyer will acquire the Prospectus in all material respects;Shares, free of any adverse claim. (ev) Neither the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and documents contemplated hereby nor the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with thereby will violate any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any provision of the terms and provisions ofOrganizational Documents, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened (1) constitute a violation of, be in conflict with, constitute a breach or contemplated by the Commission; default under any material agreement or contract (klisted in Exhibit A to such opinion) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each caseany judgment, other than the financial statements and other financial and statistical information contained thereindecree, as order, regulation or rule of any court, arbitral body, or governmental authority to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not requiredsubject or by which it or any of its assets or properties are otherwise expressly bound, (2) result in the acceleration of the maturity of, or give any person or entity the right to so accelerate the maturity of, any debt, liability or obligation of the Company payable to any bank, institutional lender or other creditor in respect of any agreement or contract (listed in Exhibit A to such opinion) or (3) require any authorization, consent or approval of, exemption or other action by, or notice to, any federal or California governmental agency. (vi) Except as set forth in the Disclosure Schedule, to such counsel's knowledge, there is no claim, action, suit, investigation or proceeding of any kind pending in any federal or California court, arbitral tribunal, or before any federal or California governmental agency in which the Company has been served with process or otherwise received actual notice, and, if the Company uses the proceeds to our knowledge, there is no threat of the sale of the Firm Shares and the Option Shares solely as described in the Prospectusany such claim, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940action, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statementsuit, as of its effective dateinvestigation or proceeding against, contained any untrue statement of a material fact involving, affecting or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as relating to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3Company.

Opinion of Counsel. The On the Closing Date, the Representative shall have received an opinion, dated the Firm Closing Date, favorable opinion of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇P▇▇▇▇▇ & B▇▇▇▇ LLP (“P▇▇▇▇▇ LLPB▇▇▇▇”), Los Angeles, California counsel for to the Company, substantially dated as of the Closing Date, addressed to the Representative and in form and substance satisfactory to the Representative to the effect that: (ai) the The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the its state of incorporation. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of its any properties or the conduct character of its business operations requires such qualification, except where the failure to be so qualified qualify would not have a material adverse effect on the Company;. (bii) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement All issued and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; the Shares holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company. The authorized and outstanding capital stock of the Company is as set forth in the Prospectus. (iii) The Securities have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreementfor, will be validly issued, fully paid and nonassessablenon-assessable; the shares holders thereof are not and will not be subject to personal liability by reason of capital stock being such holders. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company have been duly authorized for quotation on arising by operation of law or under the Nasdaq SmallCap Market; no holders Certificate of outstanding shares Incorporation or Bylaws of capital stock the Company. When issued, the Representative’s Purchase Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company are entitled as such to any preemptive or other rights to subscribe for any of issue and sell, upon exercise thereof and payment therefor, the Shares; number and no holders type of securities of the Company called for thereby and such Warrants, the Representative’s Purchase Option, and the Representative’s Warrants, when issued, in each case, are entitled to have such securities registered under the Registration Statement; (d) the capital stock of enforceable against the Company conformsin accordance with their respective terms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; except: (ea) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting the creditors’ rights generally; (b) as enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and any indemnification or contribution hereunder provision may be limited by applicable under the federal or and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Common Stock comply in all respects with the requirements of Delaware law. (fiv) The Underwriter's Warrants will conform to This Agreement, the description thereof in Warrant Agreement, the Registration Statement Services Agreement, the Trust Agreement, the Escrow Agreement and the ProspectusUnit Placement Agreement, have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Representative’s Purchase Option has been duly and validly authorized by the Company and, when issued executed and paid for in accordance with the terms of the agreement representing the Underwriter's Warrantsdelivered, will constitute legalconstitute, the valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of Company, enforceable against the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the terms federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the agreement representing the Underwriter's Warrants at the price therein provided, will court before which any proceeding therefor may be duly and validly issued, fully paid and non- assessable and free of preemptive rightsbrought. (gv) no legal or governmental proceedings are pending to which The execution, delivery and performance of this Agreement, the Company is a party or to which Warrant Agreement, the property of Representative’s Purchase Option, the Company is subject that are required to be described in Escrow Agreement, the Registration Statement or Trust Agreement, the Prospectus and are not described thereinServices Agreement, andthe Unit Placement Agreement, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering issuance and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this AgreementSecurities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the other terms and provisions of this Agreement hereof and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated thereof, do not require and will not, with or without the consent, approval, authorization, registration giving of notice or qualification the lapse of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky lawstime, or both, (a) to such counsel’s knowledge, conflict with with, or result in a breach or violation of of, any of the terms and or provisions of, or constitute a default under, or result in the creation or modification of any indenturelien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of, any mortgage, deed of trust, lease note, indenture, loan, contract, commitment or other agreement or instrumentinstrument filed as an exhibit to the Registration Statement, known to such counsel, to which (b) result in any violation of the Company is a party or by which provisions of the Company or any of its properties are bound, or the Articles Certificate of Incorporation or Bylaws the By-Laws of the Company, or (c) to such counsel’s knowledge, violate any statute or any judgment, order or decree, order, rule or regulation applicable to the Company of any court court, domestic or foreign, or of any federal, state or other regulatory authority or other governmental authority body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any arbitrator known post-effective amendments or supplements thereto (other than the financial statements included therein, as to such counsel which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and applicable Regulations. The Securities and each agreement filed as an exhibit to the Registration Statement conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. The statements set forth in the Registration Statement and the Prospectus under the captions “Risk Factors,” “Comparison to offerings of blank check companies,” and “Description of Securities,” insofar as they purport to describe the provisions of laws, are accurate and fairly summarize such provisions. Upon delivery and payment for the Firm Units on the Closing Date, the Company will not be subject to Rule 419 under the Act and none of the Company;’s outstanding securities will be deemed to be a “p▇▇▇▇ stock” as defined in Rule 3a-51-1 under the Exchange Act. (jvii) the The Registration Statement is effective under the Act. To such counsel’s knowledge, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to or are pending or threatened under the knowledge of Act or applicable state securities laws. (viii) To such counsel’s knowledge, are there is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened or contemplated by in writing against the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3Company.

Opinion of Counsel. The Representative Investors shall have received an opinion, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇from ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for to the Company, an opinion dated the Closing Date, which shall be in form and substance satisfactory to the Investors, substantially to the effect thatfollowing effects: (ai) the The Company has been is a corporation duly organized and is organized, validly existing as a corporation and in good standing under the laws of the State Commonwealth of California, Virginia and duly qualified has full corporate power and authority to transact own and hold its properties and to carry on its business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companypresently conducted; (bii) the The Company has all of the necessary corporate power and authority, and has taken all action required, to own or lease its properties; to conduct its business as described in the Registration Statement execute, deliver and the Prospectus; to enter into perform this Agreement and to carry out all of issue the terms Exchange Shares in exchange for the Purchased Shares; this Agreement has been duly authorized, executed and provisions hereof to be carried out delivered by it; (c) the Company has an authorized capital stock as set forth under and constitutes the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement valid and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action binding obligation of the Company, andenforceable against the Company in accordance with its terms, when issued except as such enforceability may be subject to or affected by any bankruptcy, reorganization, insolvency, moratorium or similar laws of general application from time to time in effect and delivered relating to and paid for pursuant to this Agreementor affecting the rights or remedies of creditors generally; (iii) Upon the issuance of the Exchange Shares in accordance with the terms hereof, the Exchange Shares will be duly authorized, validly issued, fully paid and nonassessable; nonassessable and will be free and clear of all liens, charges, restrictions, claims and encumbrances of any kind imposed by or through the shares of capital stock of the Company have been duly authorized for quotation Company, other than restrictions on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; transfer under Federal and no holders of state securities of the Company are entitled to have such securities registered under the Registration Statementlaws; (div) the capital stock The execution, delivery and performance of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights and any documents or instruments delivered, executed and performed (or to indemnify be delivered, executed and contribution hereunder may be limited by applicable federal or state securities laws. performed) in connection herewith, the consummation of the transactions contemplated hereby (f) The Underwriter's Warrants will conform to including the description thereof in issuance of the Registration Statement and the ProspectusExchange Shares), and when issued and paid for in accordance compliance with the terms of the agreement representing the Underwriter's Warrantsprovisions hereof, will constitute legalnot violate any provision of law, valid and binding obligations the Articles of the Company entitled to the rights and benefits Incorporation or Bylaws, as amended, of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in order of any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract court or other document agency of government known to such counsel or any indenture, agreement or other instrument which has been filed as an exhibit to the Reports or is required to be described in the Registration Statement or the Prospectus or currently expected to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky lawsStatement, or conflict with, result in the breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in a breach the creation or violation imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the terms and provisions of, properties or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws assets of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (mv) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light The issuance of the circumstances under which they were made, not misleading; provided that Exchange Shares in each case such counsel need not express any opinion as to exchange for the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters Purchased Shares is exempt from the registration requirements of fact, to the extent such counsel deems proper, on certificates of responsible officers Section 5 of the Company Securities Act of 1933 and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3all applicable state securities laws.

Opinion of Counsel. The Representative At the Effective Date, you shall have received an opinionreceive the favorable opinion of Reed Smith LLP, counsel for the Company, dated the Firm Closing Effective Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇ad▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, you substantially to the effect that: (ai) the Company has been duly organized incorporated and is validly existing as a corporation in good standing under the laws of the State of California, Maryland and is duly qualified to transact do business as a foreign corporation and is in good standing under the laws in each other jurisdiction in which it owns or leases property of all other jurisdictions where the ownership a nature, or leasing transacts business of its properties or the conduct of its business requires a type, that would make such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companyqualification necessary; (bii) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Company, and, when after being duly issued and delivered to and paid for pursuant to this Agreementsold in accordance with the terms set forth in the Registration Statement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the non-assessable Shares; and no holders of securities holder thereof is or will be subject to personal liability for the obligations of the Company solely by reason of being such a holder; such Shares are entitled not subject to have the preemptive rights of any stockholder of the Company, and all corporate action required to be taken for the authorization, issue and sale of such securities registered under the Registration StatementShares has been validly and sufficiently taken; (diii) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have has been duly authorized and validly authorized, executed and delivered by all necessary corporate action or on behalf of the Company and each of this Agreement constitutes the valid, binding and the enforceable agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except except: (A) as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of relating to creditors' rights generally generally; (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity and, with respect to this Agreement, except as the court before which any proceedings may be brought; and (C) that rights to indemnify and contribution hereunder indemnity may be limited by applicable federal or state securities laws or the public policy underlying such laws.; (fiv) The Underwriter's Warrants will conform the Registration Statement is effective under the Act and, to the description thereof best of such counsel's knowledge, no stop order has been issued nor are proceedings for a stop order pending or threatened under the Act; (v) the Advisory Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company and the Advisor and constitutes the valid, binding and enforceable agreement of the Company and the Advisor except: (A) as may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings may be brought; (vi) to the best of such counsel's knowledge and information, there is no litigation or governmental proceeding pending or threatened against the Company which might materially and adversely affect the business, properties, condition (financial or otherwise) or earnings of the Company, except as referred to in the Prospectus, and no consent, approval, authorization, registration, qualification, license or order of any court, regulatory or other governmental agency or body is required in connection with the consummation of the transactions contemplated by this Agreement or the Registration Statement and the Prospectus, except such as may be necessary under the Act or state "blue sky" or securities laws in connection with the Offering or such as may have been previously obtained; (vii) neither the execution and when issued and paid for in accordance delivery of this Agreement or the Advisory Agreement nor compliance with the terms and provisions hereof or thereof will, and consummation of the agreement representing the Underwriter's Warrants, will constitute legal, valid transactions contemplated herein and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus do not and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregatewill not, result in any material adverse change in the business, prospects, financial condition or results of operations violation of the Company; (h) no contract Articles or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuancebylaws, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach of or violation default (or an event which with the giving of notice or lapse of time or both would constitute a default) under, any of the terms and terms, provisions ofor conditions of any statute, order, judgment, writ, injunction, decree, agreement, rule, regulation, instrument or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, organizational document known to such counsel, to which the Company is a party or or, to the best of such counsel's knowledge and information, by which the Company or any of its properties are is bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (jviii) the Advisor has been duly formed and is validly existing as a limited partnership in good standing under the laws of the Commonwealth of Pennsylvania as a limited partnership with full power and authority to conduct the business in which it proposes to engage as described in the Prospectus and is duly qualified to do business and is in good standing in each other jurisdiction in which it transacts business of a type that would make such qualification necessary; (ix) Carey Financial Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania with full power and authority to conduct the business in which it engages as described in the Prospectus. Carey Financial Corporation is duly qualified to do busi▇▇▇▇ as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases property of the nature or transacts business of a type, that would make such qualification necessary; (x) the statements in the Prospectus under the captions "Risk Factors -- Failure to qualify as a REIT could adversely affect our operations and ability to make distributions," "Description of Shares" and "United States Federal Income Tax Considerations" insofar as they are, or refer to, statements of law or legal conclusions, are correct and fairly present the information required to be shown therein; and (xi) at the time the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner was filed and within at the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commissionit initially became effective, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained the prior performance tables included therein, as to which such counsel need express no opinionopinion is rendered) comply complied as to form in all material respects with the applicable requirements of the Act and the Rules Regulations and Regulations; (l) nothing came to such counsel's attention which would lead such counsel to believe that either the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in Registration Statement or the Prospectus, will not be required as a result of at the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that time they have no reason to believe that the Registration Statement, as of its effective dateinitially became effective, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that . In rendering the opinions set forth above, counsel may rely, as to matters of law of states other than Pennsylvania, upon the opinions of other counsel, in each case satisfactory in form and substance to you, and counsel shall state such counsel need not express any opinion as opinions are satisfactory in form and scope to the financial statements them and other financial and statistical information contained therein. In rendering any such opinion, such counsel that they believe you may rely on them, and as to matters of fact, to the extent such counsel deems properupon communications, on statements and certificates of responsible from public officials, and certifications and statements from officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3Company.

Opinion of Counsel. The Representative shall have received an opinionAllen, dated the Firm Closing DateMatkins, of Leck, ▇▇mb▇▇ & ▇▇, ▇'▇▇all▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for unsel to the Company, substantially shall have delivered its opinion addressed to the effect that: Investor, dated as of the Second Closing Date, in a form acceptable to the Investor and substantially similar to the opinion delivered to the Investor in connection with the First Closing. 20 25 (ai) Supporting Documents. The Investor shall have received copies of the Company has been duly organized following supporting documents (in form and is validly existing as a corporation in good standing under substance satisfactory to the laws Investor): (i) certificates of the Secretary of State of the State of California, dated as of a recent date, as to the due incorporation or organization and duly qualified to transact business as a foreign corporation and is in good standing under of the laws Company and listing all documents of all the Company on file with said Secretary; (ii) a telegram, telex or other jurisdictions where acceptable method of confirmation from said Secretary as of the ownership or leasing close of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; (b) Business Day preceding the Company has Second Closing Date as to the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock continued good standing of the Company; all (iii) a certificate of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action Secretary or an Assistant Secretary of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock dated as of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; Second Closing Date and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; certifying: (d1) the capital stock of the Company conformsthat attached thereto is a true, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution correct and delivery complete copy of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles Certificate of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made By-laws as in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or effect on the date of such opinioncertification (each of which shall be in form and substance satisfactory to the Investor); (2) that attached thereto is a true, included or includes correct and complete copy of all resolutions adopted by the Board (and any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make committees thereof) and the statements therein, in light stockholders of the circumstances under which they were madeCompany authorizing the execution, delivery and performance of the Transaction Documents and the issuance, sale and delivery of the Preferred Stock, and that all such resolutions are still in full force and effect; (3) that the Certificate of Incorporation has not misleadingbeen amended since the date of the last Certificate referred to in the certificate delivered pursuant to clause (i) above; provided that in each case such counsel need not express any opinion as to and (4) the financial statements incumbency and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters specimen signature of fact, to the extent such counsel deems proper, on certificates of responsible all officers of the Company executing the Transaction Documents, the stock certificates representing the Preferred Stock, and public officials. The foregoing opinion may be limited any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the laws incumbency and signature of the United States, officer signing the laws certificate referred to in this clause (iii); and (iv) such additional supporting documents and other information with respect to the operation and affairs of the State of California and Company as the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3Investor may reasonable request.

Opinion of Counsel. The Representative Buyer shall have received an opinion, dated the Firm Closing Date, opinion of ▇▇▇▇▇ ▇, ▇'▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPPLLC, Los Angelescounsel to the Shareholders and the Companies, California counsel for dated the CompanyClosing Date and in form and substance satisfactory to Buyer, substantially to the effect that: : (a) each of the Company has been Companies is a corporation duly organized and is incorporated, validly existing as a corporation and in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing jurisdiction of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; incorporation; (b) the authorized capital stock of each of the Companies consists of the number of authorized shares with the par value and the number of outstanding shares as set forth with respect thereto in Schedule 2.3 hereof; to counsel's knowledge (subject to compliance with applicable federal and state securities laws), all of such shares are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights of any shareholder of any of the Companies; such shares are owned of record as set forth in Schedules 1.1 and 2.3 and such counsel has no knowledge of any outstanding securities convertible into, exchangeable for or carrying the right to acquire capital stock of the Companies, or any subscriptions, warrants, options, rights or other arrangements or commitments obligating any Company to issue or dispose of any capital stock or any ownership therein; (c) upon endorsement by the Shareholders of the Company Shares and delivery of the certificates representing the Company Shares in accordance with the terms of this Agreement, Buyer will be vested with good and marketable title to the Company Shares of each of the Companies, free and clear of any adverse claim; (d) the execution and delivery of this Agreement and all other agreements and documents contemplated hereby by the Companies and the Shareholders and the performance by the Companies and the Shareholders of their respective obligations under this Agreement and such other agreements and documents do not constitute a violation of or a default under the Companies' Charter Documents or any agreements, arrangements, commitments, orders, judgments or decrees to which any of the Companies is a party or by which it or its respective assets are bound of which such counsel has knowledge; (e) each of the Companies has the corporate power and authority to own or lease execute, deliver and perform its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into obligations under this Agreement and the other agreements and documents contemplated hereby (to carry out all which each is a party); (f) the execution and delivery of this Agreement and the other agreements and documents by each of the terms Companies and provisions hereof to be carried out the performance by it; (c) the such Company has an authorized capital stock as set forth of its obligations hereunder and under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement agreements and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares documents have been duly authorized by all necessary requisite corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Marketpart of such Company; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (dg) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the each other agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants document contemplated hereby is a valid and binding obligation of the Company Companies and the Shareholders, respectively, enforceable against each of the Companies and each of the Shareholders (to the extent each is a party) in accordance with their respective terms, except as that (i) such enforceability enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally generally, (ii) the remedy of specific performance and injunctive relief are subject to general principles certain equitable defenses and to the discretion of equity andthe court before which any proceedings may be brought, and (iii) rights to indemnification hereunder may be limited under applicable securities laws; (h) to such counsel's knowledge, there are no actions, suits or proceedings pending or threatened that are required by the terms of Section 2.16 to be described in Schedule 2.16 that are not described therein; and (i) no consent, approval, authorization or other action by, or filing with, any governmental authority, regulatory body or other person is required to be obtained by the Companies or the Shareholders in connection with respect to the execution, delivery or performance by them of their respective obligations under this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been duly obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.

Opinion of Counsel. The Representative On the date hereof and promptly five Business Days’ prior written notice in connection with an issuance of Notes registered on Form SF-3, the Asset Representations Reviewer shall have received provide an opinionOpinion of Counsel, dated addressed to the Firm Closing DateServicer, the Indenture Trustee, the Owner Trustee, the Issuer, each Rating Agency and the representative or representatives of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially underwriters of the Notes to the effect that: (ai) the Company has been duly organized and Asset Representations Reviewer is validly existing and in good standing as a corporation in good standing under the laws of the State of California, [ ] and duly qualified has the power and authority to transact the business as a foreign corporation in which it is now engaged and is in good standing under the laws of to enter into and to perform all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companyobligations under this Agreement; (bii) the Company has execution, delivery and performance by the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into Asset Representations Reviewer of this Agreement and to carry out all the consummation by the Asset Representations Reviewer of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares services contemplated hereby have been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statementaction; (diii) this Agreement has been duly and validly executed and delivered by the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respectsAsset Representations Reviewer; (eiv) the execution and delivery of each by the Asset Representations Reviewer of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein services contemplated do hereby will not require the consentconflict with, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default underunder (A) the bylaws of the Asset Representations Reviewer, (B) to the best of such counsel’s knowledge after due inquiry and investigation, any material indenture, contract, lease, mortgage, deed of trust, lease trust or other instrument of agreement or instrument, known to such counsel, to which the Company Asset Representations Reviewer is a party or by which the Company Asset Representations Reviewer is bound or any (C) to the best of its properties are boundsuch counsel’s knowledge after due inquiry and investigation, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, writ, injunction, decree, orderorder or ruling of any court or governmental authority having jurisdiction over the Asset Representations Reviewer; (v) the execution and delivery by the Asset Representations Reviewer of this Agreement and the consummation of the services contemplated hereby will not result in a violation of any applicable statute, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to which the Company; Asset Representations Reviewer is subject that would have a material adverse effect on (jA) the Registration Statement is effective under the Act, any required filing ability of the Prospectus pursuant Asset Representations Reviewer to Rule 424(bperform its obligations under this Agreement or (B) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness business, operations, assets, liabilities or financial condition of the Registration Statement or any amendment thereto has been issued by the Commission, Asset Representations Reviewer and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required its subsidiaries as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amendedwhole; and (mvi) such counsel shall also state that they to the best of counsel’s knowledge after due inquiry and investigation, the Asset Representations Reviewer is not a party to any pending action or proceeding before any court, governmental agency or arbitrator which (A) purports to affect the legality, validity, binding effect or enforceability of this Agreement, or (B) could have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make adverse effect on (1) the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light ability of the circumstances Asset Representations Reviewer to perform its obligations under which they were madethe Agreement or (2) the business, not misleading; provided that in each case such counsel need not express any opinion as to the operations, assets, liabilities or financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers condition of the Company Asset Representations Reviewer and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3subsidiaries as a whole.

Opinion of Counsel. The Representative Buyer shall have received been furnished with an opinionopinion of counsel to Seller, dated the Firm Closing Date, of ▇▇▇▇▇in form and substance reasonably satisfactory to Buyer, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to the effect that:, except as set forth on the Schedules hereto (and except for changes subsequent to the date hereof which are disclosed in such opinion but which do not constitute a breach of this Agreement): (a) the Company has been 1. Seller is a corporation duly organized and is organized, validly existing as and in good standing under the laws of the Commonwealth of Massachusetts, and has full corporate power and authority to carry on the business which it is now conducting. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of CaliforniaNew York, and duly is qualified to transact business as a foreign corporation in the State of California and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure has full corporate power and authority to be so qualified would not have a material adverse effect carry on the Companybusiness it is now conducting; (b) the Company 2. Seller has the full corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out perform its obligations hereunder; all of the terms and provisions hereof corporate (and, if applicable, shareholder) action or proceedings required to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrantstaken by, or other rights calling for on the issuance part of, Seller to authorize it to execute and no commitment, plan or arrangement deliver this Agreement and to issue or register, any share of capital stock of consummate the Company; all of the shares of capital stock of the Company Contemplated Transactions hereby and thereby have been duly authorized and validly issued and are fully paid and nonassessabletaken; the Shares have this Agreement has been duly authorized by all necessary corporate action of the Companyand validly authorized, and, when issued executed and delivered to by Seller and paid for pursuant to this Agreementconstitutes the valid, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company Seller, enforceable against Seller in accordance with its terms, except as such enforceability its enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforceability enforcement of creditors' rights generally and subject to in general, or by general principles of equity and, with respect to this Agreement, except equity; 3. Except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform set forth on a schedule attached to the description thereof in opinion, neither the Registration Statement execution and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions delivery of this Agreement and the agreement representing the Underwriter's Warrants and nor the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration Contemplated Transactions hereby or qualification of or thereby nor compliance by Seller with any governmental authority, except such as have been obtained and such as may be required under state securities of the provisions hereof or blue sky lawsthereof will: (a) violate, or conflict with with, or result in a breach or violation of any of the terms and provisions provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any indentureLien on the Company under any of the terms, conditions or provisions of the Articles of Organization or By-Laws of Seller or the Company, or of any note, bond, mortgage, indenture, deed of trust, lease license, agreement or other agreement instrument or instrument, obligation known to such counsel, counsel to which Seller or the Company is a party party, or by which the Company it may be bound or any of its properties are boundaffected, or as to which requisite waivers or consents either shall have been obtained by Seller by the Articles of Incorporation Closing Date or Bylaws of the Companyshall have been waived by Buyer in writing; or (b) violate any federal, New York State or any statute or any judgment, decree, orderMassachusetts statute, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened any order, writ, injunction or contemplated by decree applicable to Seller or to the Commission;Company. (k) the Registration Statement and the Prospectus and each amendment 4. No consent or supplement thereto (in each caseapproval by, notice to or registration with any governmental authority, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form filing in all material respects conjunction with the applicable requirements of the HSR Act and the Rules and Regulations; (l) notification to the New York State Department of Environmental Conservation, is required on the part of Seller or the Company in connection with the Contemplated Transactions. Any of such opinions may be given by the General Counsel of EG&G, Inc, or by other counsel reasonably satisfactory to Buyer as Seller may determine. As to any matter which involves the laws of a jurisdiction in which the counsel rendering the opinion is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinionexpert, such counsel may rely upon opinions of local counsel of established reputation reasonably satisfactory to Buyer. Any opinion may expressly rely as to matters of fact, to the extent such counsel deems proper, on fact upon certificates of responsible furnished by appropriate officers of the Company and public Seller or appropriate government officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3.

Opinion of Counsel. The Representative Placement Agent shall have received an opinion, dated receive the Firm Closing Date, opinion of Joyc▇ ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for ted the CompanyClosing(s), substantially to the effect that: (aA) the Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the State of Californiaits incorporation, has all requisite power and authority necessary to own or hold its properties and conduct its business and is duly qualified or licensed to transact do business as a foreign corporation and is in good standing under the laws of all other jurisdictions where in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be so qualified licensed would not have a material adverse effect on the business and condition (financial or otherwise) of the Company; AccuMed International and Oncometrics are entities duly organized and validly existing under the laws of the United Kingdom and the Yukon Territory, respectively; (bB) each of this Agreement, the Company has Share certificates, the corporate power to own or lease its properties; to conduct its business as described in Warrant Agreement, the Registration Statement and the Prospectus; to enter into this Subscription Agreement and to carry out all Registration Rights Agreement, the Agent's Warrants has been duly and validly authorized, executed and delivered by the Company, and is the valid and binding obligation of the terms Company, enforceable against it in accordance with their respective terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and provisions hereof to be carried out by itgeneral equitable principles; (cC) the Company has an authorized authorized, issued and outstanding capital stock of the Company (before giving effect to the transactions contemplated by this Agreement) is as set forth under in Exhibit C. Except for the heading "CAPITALIZATION" in the Prospectus; other than Shares and Warrants to be issued as disclosed in the Registration Statement and the Prospectuscontemplated by this Agreement, to such counsel's knowledge, there are no outstanding warrants, options, warrantsagreements, convertible securities, preemptive rights or other commitments pursuant to which the Company is, or other rights calling for the issuance ofmay become, and no commitment, plan or arrangement obligated to issue or register, any share shares of its capital stock or other securities of the Company; all Company other than as set forth in Exhibit D. All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid (except for the shares in an escrow described in the Company's Pre-Effective Amendment to the Registration Statement on Form S-3 (Registration No. 333-28125)) and nonassessable and have not been issued in violation of the preemptive rights of any securityholder of the Company. The offers and sales during the three years immediately prior to the date hereof of such outstanding securities were either registered under the Act and applicable state securities laws or exempt from such registration requirements. The Shares, when issued in accordance with the terms of the Memorandum will be validly issued and are will be fully paid and nonassessable; , with no personal liability attaching to the ownership thereof. The Reserved Shares have been duly authorized by all necessary corporate action reserved, and when issued in accordance with the terms of the Company, and, when issued Warrants and delivered to and paid for pursuant to this Agreement, the Agent's Warrants will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such nonassessable and not subject to any preemptive or any other similar rights to subscribe for any of the Shares; and no holders of securities of personal liability will attach to the Company are entitled to have such securities registered under the Registration Statementownership thereof; (dD) assuming (i) the capital stock accuracy of the Company conforms, as to legal matters, to information provided by the statements set forth under the heading "DESCRIPTION OF SECURITIES" Subscribers in the Prospectus Offering Documents and (ii) that the Placement Agent has complied in all material respectsrespects with the requirements of Section 4(2) of the Securities Act (and the provisions of Regulation D promulgated thereunder), the issuance and sale of the Units is exempt from registration under the Securities Act and Regulation D promulgated thereunder; (eE) neither the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the Shares, the Warrants, the Warrant Agreement, the Subscription Agreement and Registration Rights Agreement, or the Agent's Warrants nor compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and terms hereof or thereof, nor the consummation of the other transactions herein and or therein contemplated do not require the consentcontemplated, approvalhas, authorizationnor will, registration or qualification of or with any governmental authorityconflict with, except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default underunder the Certificate of Incorporation or By-laws of the Company or the Subsidiaries, any indentureor, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel's knowledge, any material contract, instrument or document to which the Company is or the Subsidiaries are a party party, or by which the Company Company, the Subsidiaries or any of its their respective properties are bound, or, to such counsel's knowledge, violate any applicable law, rule, regulation, judgment, order or decree of any governmental agency or court having jurisdiction over the Company or the Articles of Incorporation or Bylaws of the Company, Subsidiaries or any statute of their respective properties or businesses; (F) to such counsel's knowledge, there are no claims, actions, suits, investigations or proceedings before or by any judgmentarbitrator, decreecourt, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to instrumentality pending or threatened against or affecting the Company; (j) Company or the Registration Statement is effective under Subsidiaries or involving the Act, any required filing properties of the Prospectus pursuant to Rule 424(b) has been made in Company or the manner Subsidiaries which might materially and within adversely affect the time period required by Rule 424(b); and no stop order suspending the effectiveness business, properties or financial condition of the Registration Statement Company or any amendment thereto has been issued the Subsidiaries or which might materially adversely affect the transactions or other acts contemplated by this Agreement or the Commissionvalidity or enforceability of this Agreement, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened except as set forth in or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amendedOffering Documents; and (mG) such counsel shall also state that they has participated in the preparation of the Offering Documents and nothing has come to the attention of such counsel to cause her to have no reason to believe that the Registration Statement, as of its effective date, Offering Documents contained any untrue statement of a material fact required to be stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that (except for the Prospectusfinancial statements, notes thereto and other financial information and statistical data contained therein, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such no opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3).

Opinion of Counsel. The Representative Acquired Portfolio shall have received an opinionthe opinion of Skadden, dated the Firm Closing DateArps, of ▇▇▇▇▇Slate, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP(Illinois), Los Angeles, California counsel for the CompanyAcquiring Portfolio, dated as of the Closing Date, addressed to the Acquired Portfolio substantially in the form and to the effect that: : (ai) the Company has been Trust is duly organized formed and is validly existing as a corporation in good standing under the laws of the its State of California, and organization; (ii) the Acquiring Portfolio is duly qualified to transact business designated as a foreign corporation and series of the Trust; (iii) the Acquiring Portfolio is in good standing registered as an open-end, management investment company under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; 1940 Act; (biv) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement reorganization provided for herein and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share execution of capital stock of the Company; all of the shares of capital stock of the Company this Agreement have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized approved by all necessary corporate requisite action of the Company, and, when issued Trust on behalf of the Acquiring Portfolio and this Agreement has been duly executed and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; by the shares of capital stock Trust on behalf of the Company have been duly authorized for quotation on Acquiring Portfolio and (assuming the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except other parties thereto) is a valid and binding obligation of the Trust on behalf of the Acquiring Portfolio; (v) neither the execution or delivery by the Trust on behalf of the Acquiring Portfolio of this Agreement nor the consummation by the Acquiring Portfolio of the transactions contemplated thereby violate any provision of any statute or any published regulation or any judgment or order disclosed to counsel by the Trust or the Acquiring Portfolio as such enforceability may being applicable to the Trust or the Acquiring Portfolio; (vi) the Acquiring Portfolio's Shares have been duly authorized and upon issuance thereof in accordance with this Agreement will be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally validly issued and fully paid; and (vii) to their knowledge and subject to general principles the qualifications set forth below, the execution and delivery by the Trust on behalf of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms Acquiring Portfolio of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require require, under the laws of the State of organization or any state in which the Acquiring Portfolio is qualified to do business or the federal laws of the United States, the consent, approval, authorization, registration registration, qualification or qualification of order of, or with filing with, any court or governmental authority, agency or body (except such as have been obtained and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(bobtained); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel . Counsel need express no opinion) comply , however, as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; any such consent, approval, authorization, registration, qualification, order or filing (la) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not which may be required as a result of the sale involvement of such Shares other parties to be registered as an investment Company within the meaning Agreement in the transactions contemplated by the Agreement because of their legal or regulatory status or because of any other facts specifically pertaining to them; (b) the Investment Company Act absence of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that which does not deprive the Registration Statement, as Acquired Portfolio of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to benefit under the Agreement; or (c) which can be stated therein readily obtained without significant delay or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as expense to the financial statements and other financial and statistical information contained therein. In rendering any such opinionAcquired Portfolio, such counsel may rely as to matters of fact, without loss to the extent Acquired Portfolio of any material benefit under the Agreement and without any material adverse effect on the Acquired Portfolio during the period such counsel deems properconsent, on certificates of responsible officers of the Company and public officialsapproval, authorization, registration, qualification or order was obtained. The foregoing opinion may be limited relates only to the consents, approvals, authorizations, registrations, qualifications, orders or filings under (a) laws of the United Stateswhich are specifically referred to in this opinion, the (b) laws of the State of California organization or any state in which the Acquiring Portfolio is qualified to do business and the General Corporation Law federal laws of the State United States which, in counsel's experience, are normally applicable to transactions of Californiathe type provided for in the Agreement and (c) court orders and judgments disclosed to counsel by the Trust or the Acquiring Portfolio in connection with the opinion. References In addition, although counsel need not have specifically considered the possible applicability to the Registration Statement and Acquiring Portfolio of any other laws, orders or judgments, nothing has come to their attention in connection with their representation of the Prospectus Acquiring Portfolio in the Section 7.2 shall include this transaction that has caused them to conclude that any amendment other consent, approval, authorization, registration, qualification, order or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3filing is required.

Opinion of Counsel. The Representative Acquisition Parent shall have received an opinion, dated the Firm Closing Date, opinion of ▇▇▇▇▇, ▇'▇▇▇▇▇, Pillsbury ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Los Angelescounsel to Target, California counsel for dated as of the CompanyEffective Time and in form and substance reasonably satisfactory to Acquisition Parent, substantially to the effect that: : (a) the Company has been Target is a corporation duly organized and is incorporated, validly existing as a corporation and in good standing under the laws of the State of California, and duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; ; (b) the Company authorized capital stock of Target is as set forth in Section 2.3 hereof; to counsel’s knowledge (subject to compliance with applicable federal and state securities laws), all of such shares are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights of any shareholder of Target; such shares are owned of record by Target shareholders set forth on Schedule 2.3(b), and except as stated on Schedule 2.3(a), such counsel has no knowledge of any outstanding securities convertible into, exchangeable for or carrying the right to acquire capital stock of Target, or any subscriptions, warrants, options, rights or other arrangements or commitments obligating Target to issue or dispose of any capital stock or any ownership therein (provided that any opinion about issued and outstanding stock, warrants, options, or convertible notes, may be based upon counsel’s examination of Target’s applicable ledger; (c) the execution and delivery of this Agreement, the Certificate of Merger, and all other agreements and documents contemplated hereby by Target and the performance by Target of its obligations under this Agreement, and such other agreements and documents do not constitute a violation of or a default under Target’s Certificate of Incorporation or Bylaws (as applicable) or any agreements, arrangements, commitments, orders, judgments or decrees to which they are a party or by which they or their respective assets are bound of which such counsel has knowledge; (d) Target has the corporate power and authority to own or lease execute, deliver and perform its properties; to conduct its business as described in the Registration Statement and the Prospectus; to enter into obligations under this Agreement and the other agreements and documents contemplated hereby (to carry out all which each is a party); the execution and delivery of this Agreement and the terms other agreements and provisions hereof to be carried out documents by it; (c) Target and the Company has an authorized capital stock as set forth performance by Target of its obligations hereunder and under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement agreements and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares documents have been duly authorized by all necessary requisite corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Marketpart of Target; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this Agreement and the each other agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants document contemplated hereby is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcyTarget, insolvencyenforceable against Target in accordance with its terms, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. the Equitable Exceptions; (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectussuch counsel’s knowledge, and when issued and paid for in accordance with there are no actions, suits or proceedings pending or threatened that are required by the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required Section 2.15 to be described in the Registration Statement or the Prospectus and Schedule 2.15 that are not described therein, andand no consent, to the best knowledge of such counselapproval, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Company; (h) no contract authorization or other document action by, or filing with, any governmental authority, regulatory body or other person is required to be described obtained by Target in connection with the Registration Statement execution, delivery or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale performance by it of the Shares and the Underwriter's Warrant by the Company pursuant to its obligations under this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except for such as have been duly obtained or made; and such as may be required under state securities or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (jg) the Registration Statement is effective under the Act, any required filing private placement of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period a minimum of $1.5 million of equity required by Rule 424(b); Section 5.16 hereof was exempt from registration under Federal and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commission, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3securities laws.

Opinion of Counsel. The Representative Placement Agent shall have received an opinion, dated receive the Firm Closing Date, opinion of ▇▇▇▇▇, ▇ ▇'. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPEsq., Los Angeles, California counsel for dated the CompanyClosing(s), substantially to the effect that: (aA) the Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the State of CaliforniaTexas, has all requisite power and authority necessary to own or hold its respective properties and conduct its business and is duly qualified or licensed to transact do business as a foreign corporation and is in good standing under the laws of all in each other jurisdictions where jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify or be so qualified licensed would not have a material adverse effect on the business and condition (financial or otherwise) of the Company; (bB) each of this Agreement, the Company has Escrow Agreement (as hereinafter defined), the corporate power to own or lease its properties; to conduct its business as described in Warrants, the Registration Statement Subscription Agreements, the M/A Agreement, the Consulting Agreement and the Prospectus; Agents' UPO has been duly and validly authorized, executed and delivered by the Company, and is the valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to enter into this Agreement any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to carry out all of the terms and provisions hereof to be carried out by itgeneral equitable principles; (cC) the Company has an authorized authorized, issued and outstanding capital stock of the Company as of the date hereof (before giving effect to the transactions contemplated by this Agreement) is as set forth under the heading "CAPITALIZATION" in the Prospectus; other than Offering Documents. Except for the Units and Warrants to be issued as disclosed in the Registration Statement and the Prospectuscontemplated by this Agreement, to such counsel's knowledge, there are no outstanding warrants, options, warrantsagreements, convertible securities, preemptive rights or other commitments pursuant to which the Company is, or other rights calling for the issuance ofmay become, and no commitment, plan or arrangement obligated to issue or register, any share shares of its capital stock or other securities of the Company; all Company other than as set forth in the Term Sheet. All of the issued shares of capital stock of the Company have been duly and validly authorized and validly issued and issued, are fully paid and nonassessable; nonassessable and have not been issued in violation of the preemptive rights of any securityholder of the Company. The offers and sales of such outstanding securities were either registered under the Act and applicable state securities laws or exempt from such registration requirements. The Shares included in the Units have been duly authorized, validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof. The Reserved Shares have been duly authorized by all necessary corporate action reserved, and when issued in accordance with the terms of the Company, and, when issued Warrants and delivered to and paid for pursuant to this Agreement, the Agents' UPO will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such nonassessable and not subject to any preemptive or any other similar rights to subscribe for any of the Shares; and no holders of securities of personal liability will attach to the Company are entitled to have such securities registered under the Registration Statementownership thereof; (dD) assuming (i) the capital stock accuracy of the Company conforms, as to legal matters, to information provided by the statements set forth under the heading "DESCRIPTION OF SECURITIES" Subscribers in the Prospectus Subscription Documents and (ii) that the Placement Agent has complied in all material respectsrespects with the requirements of section 4(2) of the Securities Act (and the provisions of Regulation D promulgated thereunder), the issuance and sale of the Units is exempt from registration under the Securities Act and Regulation D promulgated thereunder; (eE) neither the execution and delivery of each of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal the Warrants, the Subscription Agreements, the M/A Agreement, the Consulting Agreement, or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance Agents' UPO nor compliance with the terms hereof or thereof, nor the consummation of the agreement representing transactions herein or therein contemplated, has, nor will, conflict with, result in a breach of, or constitute a default under the Underwriter's Warrants, will constitute legal, valid and binding obligations Certificate of Incorporation or By-laws of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein providedCompany, will be duly and validly issuedor any material contract, fully paid and non- assessable and free of preemptive rights. (g) no legal instrument or governmental proceedings are pending document to which the Company is a party party, or to by which the property of the Company is subject that are required to be described in the Registration Statement it or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected tois bound or violate any applicable law, orrule, if determined adversely to the Companyregulation, wouldjudgment, in any individual case order or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results decree of operations of the Company; (h) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities agency or blue sky laws, or conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company is a party or by which court having jurisdiction over the Company or any of its properties or business; (F) to such counsel's knowledge, there are boundno claims, actions, suits, investigations or the Articles of Incorporation proceedings before or Bylaws of the Companyby any arbitrator, or any statute or any judgmentcourt, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to instrumentality pending or threatened against or affecting the Company; (j) Company or involving the Registration Statement is effective under the Act, any required filing properties of the Prospectus pursuant to Rule 424(b) has been made in Company which might materially and adversely affect the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness business, properties or financial condition of the Registration Statement Company or any amendment thereto has been issued which might materially adversely affect the transactions or other acts contemplated by this Agreement or the Commissionvalidity or enforceability of this Agreement, and no proceedings for that purpose have been instituted or, to the knowledge of such counsel, are threatened except as set forth in or contemplated by the Commission; (k) the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amendedOffering Documents; and (mG) such counsel shall also state that they has participated in the preparation of the Offering Documents and nothing has come to the attention of such counsel to cause them to have no reason to believe that the Registration Statement, as of its effective date, Offering Documents contained any untrue statement of a material fact required to be stated therein or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that (except for the Prospectusfinancial statements, notes thereto and other financial information and statistical data contained therein, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such no opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3).

Opinion of Counsel. The Representative FPIO shall have received an a favorable opinion, addressed to it and dated the Firm Closing Datedate of the Effective Time, of ▇▇▇▇▇from general counsel to FPIO, ▇'▇▇▇▇▇satisfactory, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California counsel for the Company, substantially to FPIN in form and substance to the effect that: : (a) the Company has been FPIO is a corporation duly organized validly existing, and is validly existing as a corporation in good standing standing, under the laws of the State of California, Ohio with full corporate authority and duly qualified power to transact carry on its business as a foreign corporation now conducted and to own or lease and operate its properties and is qualified and in good standing under in all places where such business is now conducted and such properties are now owned, leased, or operated, and with full corporate power and authority to execute this Agreement and the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company; Merger: (b) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement issued and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company has an authorized outstanding capital stock is as set forth under stated in such opinion (which statement shall be consistent with the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement representations and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance ofwarranties of FPIO), and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and FPIO are fully paid and nonassessable; the Shares have (c) this Agreement has been duly authorized by all necessary corporate action of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock of the Company have been duly authorized for quotation on the Nasdaq SmallCap Marketpart of FPIO; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (d) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution delivery, and delivery of each performance of this Agreement and the agreement representing the Underwriter's Warrants have been duly authorized by all necessary corporate action Merger does not constitute a violation of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company except as such enforceability may be limited by bankruptcyany federal, insolvencystate, reorganizationor local law, moratorium rule, or similar laws affecting the enforceability of creditors' rights generally and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. regulation: (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel's knowledge, there are no such judicial or administrative proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, pending or, if determined adversely to the CompanyFPIO's knowledge, would, in any individual case or in the aggregate, threatened which might result in any material adverse change in the conditions (financial or other), properties, assets, business, prospectsoperations, financial condition or results prospects of operations FPIO or in any material liability on the part of FPIO, or which question the Company; (h) no contract or other document is required to be described in the Registration Statement validity of this Agreement or the Prospectus Merger or of any action taken or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuancetaken in connection herewith, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreementnor are there any penalties, the compliance by the Company with the other provisions of this Agreement and the agreement representing the Underwriter's Warrants and the consummation of the other transactions herein and therein contemplated do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky lawsfines, or conflict with or result in a breach or violation of citations asserted against FPIO by any of the terms and provisions offederal, state, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which local authority; (g) upon the Company is a party or by which the Company or any of its properties are bound, or the Articles of Incorporation or Bylaws of the Company, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has Certificate of Merger the merger shall have been made in the manner duly consummated and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued by the Commissioncompleted, and no proceedings for that purpose the shares of FPIO shall have been instituted oreffectively canceled, to the knowledge and in their stead, each of such counselthose shares of FPIO shall have been replaced by one share of FPIN, are threatened or contemplated by the Commission; (k) the Registration Statement fully paid and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. The foregoing opinion may be limited to the laws of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3nonassessable.

Opinion of Counsel. The Representative Acquiror shall have received an opinion, dated the Firm Closing Date, of ▇▇▇▇▇, ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Los Angeles, California opinion from counsel for to the Company, substantially in form satisfactory to the effect Acquiror's counsel, that: (a1) the The Company has been duly organized and is a validly existing as a corporation in good standing under the laws of the State of California, New York with full power and duly qualified authority to transact business as a foreign corporation own and is in good standing under the laws of all other jurisdictions where the ownership or leasing of operate its properties or the conduct of and to carry on its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Companycurrent and proposed business; (b2) the Company has the corporate power to own or lease its properties; to conduct its business as described in the Registration Statement This Agreement and the Prospectus; to enter into this Agreement and to carry out all of the terms and provisions hereof to be carried out by it; (c) the Company transactions contemplated hereby has an authorized capital stock as set forth under the heading "CAPITALIZATION" in the Prospectus; other than as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, or other rights calling for the issuance of, and no commitment, plan or arrangement to issue or register, any share of capital stock of the Company; all of the shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action of the Board of Directors and stockholders of the Company, and, when issued and delivered to and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the shares of capital stock no stockholder of the Company have been duly authorized for quotation on the Nasdaq SmallCap Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Shares; and no holders of securities of the Company are is entitled to have such securities registered under appraisal rights with respect to the Registration StatementMerger contemplated by this Agreement; (d3) the capital stock of the Company conforms, as to legal matters, to the statements set forth under the heading "DESCRIPTION OF SECURITIES" in the Prospectus in all material respects; (e) the execution and delivery of each of this This Agreement and the agreement representing the Underwriter's Warrants have has been duly authorized executed and delivered by all necessary corporate action of the Company and each of this Agreement and the agreement representing the Underwriter's Warrants is a valid and binding obligation of the Company legally enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization and other laws of general applicability relating to or similar laws affecting the enforceability of creditors' rights generally now or hereafter in effect, and subject to general principles of equity and, with respect to this Agreement, except as rights to indemnify and contribution hereunder may be limited by applicable federal or state securities laws. (f) The Underwriter's Warrants will conform to the description thereof in the Registration Statement and the Prospectus, and when issued and paid for in accordance with the terms of the agreement representing the Underwriter's Warrants, will constitute legal, valid and binding obligations of the Company entitled to the rights and benefits of such agreement. The shares of Common Stock of the Company issuable upon exercise of the Underwriter's Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Underwriter's Warrants and when issued upon such exercise in accordance with the terms of the agreement representing the Underwriter's Warrants at the price therein provided, will be duly and validly issued, fully paid and non- assessable and free of preemptive rights. (g) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or with respect to any of its properties that can reasonably be expected to, or, if determined adversely to the Company, would, in any individual case or in the aggregate, result in any material adverse change in the business, prospects, financial condition or results of operations of the Companyequitable principles; (h4) no contract Neither the execution, delivery or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (i) the issuance, offering and sale of the Shares and the Underwriter's Warrant by the Company pursuant to this Agreement, the compliance by the Company with the other provisions performance of this Agreement and the agreement representing the Underwriter's Warrants and nor the consummation of the other transactions herein and therein contemplated contemplated, nor compliance with the terms hereof by the Company do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or will conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default under, the certificate of incorporation or the bylaws of the Company, any indenture, mortgage, deed of trust, lease trust or other contract, agreement or instrument, known to such counsel, instrument to which such counsel knows, after due inquiry, the Company is a party or by which which, to the knowledge of such counsel after due inquiry, the Company or any of its assets or properties are is bound, or to the Articles knowledge of Incorporation or Bylaws of the Companysuch counsel after due inquiry, or any statute or any judgment, decreelaw, order, rule or regulation regulation, judgment, writ, injunction or decree of any court government, governmental instrumentality or other governmental authority court, domestic or foreign, having jurisdiction over the Company or its business or any arbitrator known to such counsel and applicable to the Company; (j) the Registration Statement is effective under the Act, any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b)its properties; and no stop order suspending further consent, approvals, authorizations or orders of agencies, officers or other regulatory authorities are necessary for the effectiveness consummation of the Registration Statement or any amendment thereto has been Merger; and (5) The authorized capital stock of Company consists solely of 200,000 shares of common stock, par value $0.01, of which as of the Closing Date 950 shares of common stock were issued by the Commission, and no proceedings for that purpose have been instituted or, to outstanding. To the knowledge of such counselcounsel (i) all of the issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and (ii) there are threatened no outstanding options, warrants, calls or contemplated by other rights of any kind to acquire securities or ownership interests in the Commission;Company or other agreements obligating Company to issue or sell any shares of capital stock of Company or to grant, extend or enter into any agreements with respect thereto. (k6) Upon filing of the Registration Statement and the Prospectus and each amendment or supplement thereto (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects Certificate of Merger with the applicable requirements Secretary of State of New York, the Act Merger shall be effective under New York Business Corporation Law and Acquiror will become the Rules and Regulations; (l) the Company is not required, and, if the Company uses the proceeds sole owner of the sale of the Firm Shares and the Option Shares solely as described in the Prospectus, will not be required as a result of the sale of such Shares to be registered as an investment Company within the meaning of the Investment Company Act of 1940, as amended; and (m) such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in each case such counsel need not express any opinion as to the financial statements and other financial and statistical information contained therein. In rendering any such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers all of the Company Common Stock, free and public officials. The foregoing opinion may be limited to the laws clear of the United States, the laws of the State of California and the General Corporation Law of the State of California. References to the Registration Statement and the Prospectus in the Section 7.2 shall include any amendment or supplement thereto at the date of such opinion. Such counsel shall permit ▇▇▇▇▇▇▇, Mesereau & Leids LLP to rely upon such opinion in rendering its opinion in Section 7.3all Encumbrances.