Re: Freedom Center

Ohio Cultural Facilities Commission

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

Dear Ms. Fox:

In connection with the State's funding of $__________ 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, and (c(c) an endorsement to
such title insurance policy, (d) records filed with the Recorder of Hamilton County since October
21, 2002 and prior to October 23, 2007 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, 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

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sponsors\legal opinion letter form.doc11/16/07
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. 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, Inc. has taken no action to enforce
the lien.

(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.

We have assumed that the City holds fee simple absolute title to Lot 3 of the Banks Subdivision
beneath the Property and has leased such portion of Lot 3 to the County.
(7) Affidavit for Mechanic’s lien recorded on behalf of Advanced Building Products, Inc. at
Official Record Volume 9529, Page 3926 of the Recorder’s Office on February 6, 2004 claiming
$12,115. The Freedom Center disputes the validity of the lien. Advanced Building Products, Inc.
has taken no action to enforce the lien.

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

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