Stephen M. Griffith, Jr.

513-357-9312
griffith@taftlaw.com

May 14, 2008

Ohio Cultural Facilities Commission

20 E. Broad Street 2nd Floor
Columbus, Ohio 43215
Attn: Kathleen M. Fox, Executive Director

Re: Freedom Center

Dear Ms. Fox:

In connection with the State's funding of $2,000,000 to the National Underground

Railroad Freedom Center, an Ohio non-profit corporation ("Freedom Center"), you have
requested our legal opinion regarding various easements, encumbrances, and other
liens affecting the property (the Property”) owned by the Freedom Center that is more
particularly described on Exhibit A attached to the title insurance policy attached hereto
and made a part hereof.

In preparation of this opinion, we have reviewed the following documents: (a) the
Cooperative Use Agreement (the "CUA") to be entered into between the Ohio Cultural
Facilities Commission (the "Commission") and the Freedom Center, (b) a title insurance
policy issued by Chicago Title Insurance Company with an effective date of October 21,
2002, (c) an endorsement to such title insurance policy, (d) records filed with the
Recorder of Hamilton County since October 21, 2002 and prior to May 14, 2008 naming
the Freedom Center as a grantor or grantee according to the electronic grantor grantee
index in the Hamilton County, Ohio Recorder’s Office, and (e) the items listed as
exceptions to coverage in such title policy. Upon examination of the above materials,
and on the basis solely of those materials, we have the following opinions. Record title
to the Property is currently held in the name of the Freedom Center. The Freedom
Center acquired title from the City of Cincinnati (the “City”) by deed (the “Deed”) dated
October 21, 2002 that is recorded in Official record Volume 9060, Page 4137 in the
office of the Recorder of Hamilton County, Ohio (the “Recorder’s Office”). The title is
held in fee simple. Title to the Property is subject to all defects, liens, encumbrances,
covenants, rights of way, adverse claims, and other matters noted in the foregoing
material. The exercise of any rights of the holders of any easements, restrictions, liens,
rights of reverter, licenses, or any other encumbrances affecting the Property will not,

{W1110944.6}
Ohio Cultural Facilities Commission
May 14, 2008
Page 2

directly or indirectly, affect the rights of the Freedom Center to use the Property as the
Freedom Center currently uses it, as defined in the Cooperative Use Agreement and in
accordance therewith, or the rights of the Commission to operate the Property as an
Ohio cultural facility in accordance with the terms of the Cooperative Use Agreement,
except as follows:

(1) The Deed contains a right of reverter that entitles the City to enter the
Property and for title the Property to revert to and re-vest in the City in certain
circumstances if the Freedom Center fails to operate at the Property a museum kept
open to the public as a national museum and educational center commemorating the
historic efforts of African American slaves, free African Americans, and sympathetic
whites to help slaves escape their bonds and claim the promise of freedom. Such right
of reverter does not operate while the Commission or the Ohio Building Authority has
any interest in the Property.

(2) The Property consists of all of Lot 3 of the Banks Subdivision above elevation
510, North American Datum. Without the support of the parking garage beneath the
Property, the Freedom Center could not use the Property. A certain Declaration of
Easements, Covenants, Conditions, and restrictions between the Freedom Center and
The Board of County Commissioners of Hamilton County, Ohio (the “County”) recorded
in Official Record Volume 9060, Page 4169 in the Recorder’s Office (the “Declaration”)
governs the right of the Property to such support, as amended by instrument recorded
in Official Record Volume 10826, Page 1641 in the Recorder’s Office. The City has
joined in the Declaration for the purpose of joining with the County the rights of support
to the property that the Declaration provides. The Declaration also provides the Property
other easements conducive to use of the Property as a museum. Generally speaking
the easements are effective as long as the Property is used as a museum. The
Declaration also provides easements over the Property for the use of the parking
garage below. Various provisions of the Declaration govern use of the Property and the
parking garage beneath it.

(3) Open-end Mortgage, Security Agreement and Fixture Filing (the “Mortgage”)
in favor of Bank One, N.A. dated as of April 1, 2003, recorded in Official Record Volume
9237, Page 4717 in the Recorder’s Office; in that Mortgage, Bank One, N.A.
acknowledges that the Mortgage is subordinate to the Base Lease between Freedom
Center as lessor and the Ohio Arts and Sports Facilities Commission as lessee dated
March 25, 2003 (the “Base Lease”).

(4) Fixture Filing in favor of Bank One, N.A. recorded on March 2, 2004 in Official
Record Volume 9549, Page 12 in the Recorder’s Office.

(5) Affidavit for Mechanic’s Lien recorded on behalf of H. Berry, Inc. at Official
Record Volume, 9492, Page 3971 in the Recorder’s Office on December 29, 2003
claiming $237,012.54. The Freedom Center disputes the validity of the lien. H. Berry,

{W1110944.6}
Ohio Cultural Facilities Commission
May 14, 2008
Page 3

Inc. has taken no action to enforce the lien. The Freedom Center duly exercised its right
under Section 1311.11, Ohio Revised Code to demand that H. Berry, Inc. file suit to
enforce its lien effective March 14, 2008. Attached hereto and incorporated herein is a
copy of such demand and the affidavit of service related to it. Because H. Berry, Inc. did
not file suit to enforce its lien by the end of May 14, 2008, such lien is no longer
effective.

(6) Affidavit for Mechanic’s Lien recorded on behalf of Forest City Erectors, Inc.
in Official record Volume 9529, Page 2949 in the Recorder’s Office on February 6, 2004
claiming $68,582.10. The Freedom Center disputes the validity of the lien. Forest City
Erectors, Inc. has taken no action to enforce the lien. The Freedom Center duly
exercised its right under Section 1311.11, Ohio Revised Code to demand that Forest
City Erectors, Inc. file suit to enforce its lien effective February 1, 2008. Attached hereto
and incorporated herein is a copy of such demand and the affidavit of service related to
it. Because Forest City Erectors, Inc. did not file suit to enforce its lien by the end of
April 1, 2008, such lien is no longer effective.

We assume that the documents that we have reviewed in connection with giving
this opinion are accurate.

We assume that the Commission and the Ohio Arts and Sports Facilities
Commission are one and the same agency of the State of Ohio.

We understand that the Commission may transmit a copy of this legal opinion to
the Ohio Public Facilities Commission (“OPFC”) and confirm that the OPFC may rely
upon this opinion.

TAFT STETTINIUS & HOLLISTER LLP

{W1110944.6}