October ___, 2021

FIRST HORIZON BANK

2340 Woodcrest Place
Birmingham, Alabama 35209

Re: $3,109,000 loan from First Horizon Bank to STOR SPRNC BRAGG, LLC

Ladies and Gentlemen:

We have acted as special counsel in the State of North Carolina (the “State”) to STOR
SPRNC BRAGG, LLC, a Delaware limited liability company (“Borrower”) and Stratford
Capital, LLC, an Alabama limited liability company (the “Guarantor”) in connection with that
certain loan (the “Loan”) being made this day by First Horizon Bank (“Lender”) to Borrower.

I. Background

A. Loan Documents. In the course of our representation, we have reviewed and

examined the following documents relating to the Loan, each dated as of the date hereof (unless
provided otherwise):

(i) Loan Agreement, executed by and between Borrower and Lender (the
“Loan Agreement”);

(ii) Promissory Note in the original principal amount of $3,109,000.00,

executed by Borrower and payable to the order of Lender;

(iii) Deed of Trust, Security Agreement and Fixture Filing (the “Deed of
Trust”) executed by Borrower for the benefit of Lender, encumbering certain real
property (the “Real Property”) located in Cumberland County, North Carolina, as
more particularly described therein, fixtures (the “Fixtures”) attached to
improvements constructed on the Real Property, and certain personal property
described therein (such personal property, exclusive of fixtures, being hereinafter
referred to as the “Personal Property”), as security for the Loan (the Real
Property, the Fixtures and the Personal Property being hereinafter collectively
referred to as the “Property”), and to be recorded in the Cumberland County
Registry (the “Land Records”);
 (iv) Assignment of Rents and Leases executed by Borrower in favor of Lender
(the “ALR”) to be recorded in the Land Records;

(v) Completion and Limited Payment Guaranty Agreement, executed by

Guarantor in favor of Lender;

(vi) Environmental Guaranty Agreement, executed by Borrower and Guarantor

in favor of Lender;

(vii) Agreement to Amend or Comply, executed by Borrower and Guarantor in

favor of Lender;

(viii) Subordination of Management Agreement executed by Borrower and

Highline Storage Partners, LLC, a Delaware limited liability company (the
“Manager”) in favor of Lender;

(ix) Undated UCC Financing Statement listing the Borrower as debtor and
Lender as secured party to be filed in the Land Records (the “Fixture Filing”);

(x) Certificate of Good Standing of Borrower, certified as of ________, 2021,

issued by the Delaware Secretary of State;

(xi) Certificate of Authorization of Borrower certified as of ________, 2021,

issued by the North Carolina Secretary of State (the “Certificate of Authority”);
and

(xii) Borrower’s Certificate, dated of even date herewith and Guarantor’s

Certificate, dated of even date herewith, each of which are attached hereto as
Exhibit A (collectively, the “Due Inquiry Certificate”).

For the purposes of this opinion: (1) the documents listed in items (i) through (viii) above
are collectively referred to herein as the “Loan Documents”; (2) the documents listed in items (v)
and (vi) above are collectively referred to herein as the “Guaranty”; and (ii) the Deed of Trust,
ALR and Fixture Filing are collectively referred to herein as “Security Instruments”.

B. Opinion Jurisdiction. This opinion is limited to the laws of the State of North
Carolina (the “State”), and to the laws of the United States of America that are applicable to loan
transactions generally, excluding the following legal issues or the application of any such laws or
regulations to the matters on which our opinions are referenced: (i) federal and state securities
laws; (ii) the local laws of the State of North Carolina (i.e., the statutes, ordinances, the
administrative decisions and the rules and regulations of counties and municipalities of the State
of North Carolina); (iii) federal and state antitrust and unfair competition laws and regulations;
(iv) federal and state tax laws and regulations; (v) federal and state regulatory laws and
regulations applicable to any entity as a result of its nonprofit status or solely because of the
business in which it is engaged; (vi) federal and state environmental laws and regulations; and
(vii) laws, rules and regulations relating to money laundering and terrorist groups (including any
requirements imposed under the USA Patriot Act of 2001, as amended). We are expressing no
opinion as to the effect of the laws of any other jurisdiction.
 C. Reliance on Other Sources Without Investigation. Except to the extent the
information constitutes a statement, directly or in practical effect, of any legal conclusion at
issue, we have relied, without investigation or analysis, upon the information contained in
representations and warranties made by Borrower and Guarantor in the Loan Documents and on
information provided in the Due Inquiry Certificate. For purposes of this Opinion Letter, we
have not made an independent review of any agreements, instruments, writs, orders, judgments,
rules or other regulations which may have been executed by or which may now be binding upon
the Borrower or Guarantor or which may affect the Property, nor have we undertaken to review
our internal files or any files of the Borrower or any Guarantor, relating to transactions to which
the Borrower or any Guarantor may be a party, or to discuss their transactions or business with
any other lawyers in our firm or with any other representatives of the Borrower or any
Guarantor.

D. Knowledge. Whenever any opinion herein with respect to the existence or

absence of facts is qualified by the phrase “to the best of our knowledge,” such phrase indicates
only that during the course of our representation of Borrower and no information has come to
our attention which would give us actual knowledge of the existence or absence of such facts.
Except to the extent expressly stated herein, we have not undertaken any independent
investigation to determine the existence or absence of any such facts, and no inference as to our
knowledge of the existence of such facts should be drawn from the fact of our representation of
Borrower and Guarantor. Further, the words “our knowledge” and similar language as used in
this opinion are intended to be limited to the actual knowledge of the attorneys within our firm
who have been directly involved in representing Borrower and Guarantor in connection with the
Loan.

II. Assumptions

For purposes of rendering the opinions set forth below we have assumed, with your
permission and without independent verification or investigation, each of the following:

A. All natural persons executing the Loan Documents have legal capacity to do so;
all signatures on all documents submitted to us are genuine (if any signed copies were delivered);
where the Loan Documents call for exhibits, proper exhibits were attached to the document;
documents submitted to us as originals are authentic; and all documents submitted to us as copies
conform to the original documents, which themselves are authentic.

B. Borrower is a limited liability company duly organized and validly existing under
the laws of the State of Delaware and Guarantor is a limited liability company duly organized
and validly existing under the laws of the State of Alabama.

C. The Loan Documents have been duly authorized and properly executed and
delivered by Borrower and Guarantor, as applicable.

D. There is no provision in any of the organizational documents of Borrower or

Guarantor, and there is no provision or term of any mortgage, indenture, lease, agreement,
license, permit, judgment, decree, order, statute, ordinance, rule or regulation to which Borrower
or Guarantor or any of their assets are subject or bound that would impair the power of Borrower
and Guarantor to enter into and carry out the undertakings required under the Loan Documents to
which they are respectively a party.

E. All terms and conditions of, or relating to, the transactions contemplated by the
Loan Documents are correctly and completely embodied in the Loan Documents.

F. The Loan Documents, and the transaction evidenced thereby, are valid, binding
and enforceable against Lender as appropriate to the extent that such validity, binding effect and
enforceability affects the opinions herein expressed.

G. Each individual executing the Loan Documents had sufficient legal capacity to
execute such documents and perform their obligations thereunder (provided, however, we have
no actual knowledge that any such individual lacks legal capacity to do so).

H. Borrower holds requisite title and rights to the real property and personal property
comprising the Property.

I. The descriptions of the real and personal property securing the Loan are accurate
under Applicable Law to provide notice to third parties of the liens and security interests
provided by the Loan Documents and to create an effective contractual obligation under
Applicable Law.

J. There has not been any mutual mistake of fact or misunderstanding, fraud, duress
or undue influence.

K. All parties have complied with any requirements of good faith, fair dealing and
conscionability.

L. The version of each of the Loan Documents reviewed by us is identical to the

version of each of the Loan Documents executed by the parties.

M. There has not been any mutual mistake of fact or misunderstanding, fraud, duress
or undue influence in connection with the Loan.

N. There are no agreements or understandings among the parties, written or oral, and
there is no usage of trade or course of prior dealing among the parties that would, in either case,
define, supplement, or qualify the terms of the Loan Documents.

O. The constitutionality or validity of a relevant statute, rule, regulation, or agency

action is not in issue unless a reported decision in the State of North Carolina has specifically
addressed but not resolved, or has established, its unconstitutionality or invalidity.

P. The names of the parties within the Loan Documents are complete and correct,
the addresses of all parties are complete and accurate.

Q. The Lender will enforce its rights under the Loan Documents in circumstances
and in a manner in which it is commercially reasonable to do so, and will not take any action that
would impair its security, such as regularly accepting late payments. See Driftwood Manor
Investment v. City Federal Savings and Loan Association, 63 N.C. App. 459, 305 S.E.2d, 204
(1983).

R. The Security Instruments have been delivered for valuable consideration and
Borrower has benefited from the Loan in such a manner as to constitute legal consideration and
“value” given within the meaning of N.C. Gen. Stat. §25-9-203(1)(b) for Borrower to enter into
any security agreements.

S. The Security Instruments will be duly recorded in the Land Records.

T. The Financing Statement accurately describes the collateral in which security

interests are to be perfected thereby and accurately state the names and addresses of the debtor(s)
and the secured party(ies). When properly filed, any Financing Statement intended to be filed as
a fixture filing will set forth an adequate legal description and the names of all record owners of
the Property.

U. Lender has no knowledge or notice of any fraud in connection with the Loan or
any fact which would constitute notice to it of any such fraud and Lender could prove that it is a
bona fide holder of the Loan Documents for value and without notice of any fraud or inadequacy
of consideration.

III. Opinions

Based upon the foregoing assumptions and subject to the qualifications and other
limitations hereinafter set forth, it is our opinion that:

1. Based solely on the Certificate of Authority, the Borrower is authorized to

conduct business in the State of North Carolina.

2. Assuming the law of the State applies, without regard to any choice of law
provisions contained in the Loan Documents, each of the Loan Documents constitutes the valid
and legally binding obligation of Borrower, enforceable in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally, and (ii) the exercise of judicial discretion in
accordance with general principles of equity (whether applied by a court of law or of equity).

3. Assuming the law of the State applies, without regard to any choice of law
provisions contained in the Guaranty, the Guaranty constitutes a valid and legally binding
obligation of Indemnitor, enforceable in accordance with its terms, subject to (i) applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of
creditors generally, and (ii) the exercise of judicial discretion in accordance with general
principles of equity (whether applied by a court of law or of equity).

4. To the best of our knowledge, the execution and delivery of the Loan
Documents by Borrower will not result in a violation of any applicable law, statute, ordinance or
regulation of the United States or the State of North Carolina (the “Applicable Laws”).
 5. To the best of our knowledge, the execution and delivery of the Guaranty
by the Indemnitor will not result in a violation of any Applicable Laws.

6. If the Loan Documents are construed as governed in accordance with the

law of the State, the Loan, as reflected in the Loan Documents, is not usurious under applicable
laws of the State.

7. The Deed of Trust is in proper form for recording in the Land Records and
upon such recordation, such document shall constitute a valid and effective security interest in
the Real Property, and that portion of the Fixtures and the Personal Property owned by the
Borrower and described in the Deed of Trust that consists of types or items of personal property
to which the Uniform Commercial Code of North Carolina (“UCC”) is applicable and in which a
security interest may be created thereunder.

8. The ALR is in proper form for recording in the Land Records and upon
such recordation, the ALR shall be effective to create a valid lien in favor of the Lender on the
property or rights described therein. 

9. The Fixture Filing is in proper form for recording in the Land Records and
upon such recordation, Lender shall have a perfected security interest in the fixtures described in
the Fixture Filing to the extent that a security interest in such fixtures may be perfected by the
filing of a fixture filing in the Land Records.

10. Except for the recording or filing of the Security Instruments, no

authorizations, approvals or consents of, or filings or registrations with any governmental or
regulatory authority or agency of the State of North Carolina or any political subdivision thereof
are necessary for the execution and delivery by Borrower or Guarantor of the Loan Documents
to which it is a party or for the validity or enforceability thereof; provided that (i) our opinion is
limited to those laws, statutes and governmental rules of the State of North Carolina of general
application to business entities and (ii) without limiting the generality of clause (i), we express
no opinion as to any law, statute or governmental rule or regulation (including local or municipal
laws and regulations) relating to the ownership, development, use, management, operation, sale
or lease of any property.

11. No intangible or documentary stamp taxes, mortgage taxes, transfer or

similar taxes, are payable to the State of North Carolina or to any jurisdiction therein solely on
account of the execution or delivery of the Loan Documents or the creation of the indebtedness
evidenced by any of the foregoing, except for nominal recording and filing fees.

IV. Qualifications, Limitations and Exceptions

The opinions expressed in this letter are subject the following, qualifications, limitations
and exceptions:

A. Any opinions herein as to the enforceability of the Loan

Documents are subject to the qualification that enforcement of the Loan Documents is limited by
the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966, as
amended; (ii) principles of equity which may limit the availability of certain equitable remedies;
(iii) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws
applicable to creditors’ rights or the collection of debtors’ obligations generally; and (iv) general
principles of commercial reasonableness and good faith to the extent required of Lender under
applicable laws.

B. Any opinions herein as to the enforceability of the Loan

Documents are further subject to the qualification that the enforceability of certain of the
remedial, waiver and other provisions of the Loan Documents may be limited by Applicable
Laws; however, such additional laws do not, in our opinion, substantially interfere with the
practical realization of the benefits expressed in the Loan Documents except for the economic
consequences of any procedural delay which may result from such laws. Provisions that may be
unenforceable due to public policy concerns may include, but are not limited to, issues related to
the waiver of procedural, substantive or constitutional rights or other legal or equitable rights,
including, without limitation, the waiver of the right to a jury trial, the waiver of applicable
statutes of limitation or repose, the waiver of the right of statutory or equitable redemption, the
consent by Borrower or Indemnitor to the jurisdiction of any court or to service of process in any
particular manner, disclaimers or limitations of liabilities, discharges or defenses, the exercise of
self-help or other remedies without judicial process, and the waiver of accountings for rent or
sale proceeds.

C. We express no opinion as to the possible application of statutes or

case law regarding conflicts or choice of laws.

D. We express no opinion with respect to the description, title or

location of any of the Property or the priority of any lien or security interest purportedly granted
therein pursuant to the Security Documents. With regard to the status of the title of the Property
and the priority of the liens or security interest purported to be created pursuant to the Security
Instruments, we understand that you are relying upon a commitment of title insurance, a
mortgagee policy of title insurance to be issued pursuant thereto. With regard to the location and
description of the Property, we understand that you are relying upon a survey satisfactory to you.

E. We express no opinion as to the perfection of the security interest

in the Security Documents or any other Loan Document as to items of collateral covered under
the Uniform Commercial Code, as adopted in the State of North Carolina to the extent not
described in the Financing Statement.

F. We express no opinion with regard to provisions in the Loan

Documents regarding the liabilities of Borrower or Indemnitor under the Loan Documents, as
applicable, in the event of a change in any applicable laws of taxation.

G. Pursuant to N.C. Gen. Stat. § 40A-68, Lender may share in the

amount of condemnation compensation awarded for a partial taking of the Property only to the
extent determined necessary to prevent an impairment of Lender’s security.
 H. Provisions in the Loan Documents providing for the payment of
attorneys’ fees are enforceable only to the extent authorized by N.C. Gen. Stat. § 6-21.2.

I. The enforceability of the Deed of Trust is limited by the principle

recognized in North Carolina case law that the mortgagor, at the inception of the mortgage
cannot contract away, clog or fetter his equity of redemption in any way. Wilson v. Fisher, 148
N.C. 535, 62 S.E. 622 (1908); Alford v. Moore, 161 N.C. 382, 77 S.E. 343 (1913).

J. We express no opinion with regard to provisions in the Loan

Documents which provide for a contractual limitation on the doctrine of merger.

K. We express no opinion as to the enforceability of any provisions of

any of the Loan Documents which impose liquidated damages, penalties, forfeitures, or an
increase in interest rate upon default, or that appoints Lender or others as the agent or attorney-
in-fact for Borrower or Indemnitor.

L. The rights of trustee under the Security Instruments in a

foreclosure proceeding will be subject to the relevant laws of foreclosure in the State of North
Carolina. Rights contained in the Security Instruments and purportedly granted Lender as
beneficiary thereunder may be reserved to a trustee under North Carolina statute.

M. Provisions of the Security Documents enabling Lender or the

trustee thereunder to enter and take possession of the Property upon default and to collect and
receive all the income, rents, issues, profits and revenues and to apply them in whatever order or
priority the Lender or the trustee, in their sole discretion, may determine are limited by the duty
of a mortgagee in possession to account for rents, profits, and waste.

N. We express no opinion as to the enforceability of provisions of the

Loan Documents requiring Borrower or Indemnitor to enter its voluntary appearance in any
action, suit, or legal proceeding to obtain judgment for the indebtedness or any part thereof.

O. We express no opinion as to any provisions of the Loan

Documents which specify the survival of Borrower’s or Indemnitor’s obligations after the
satisfaction of the obligation.

P. We express no opinion as to any provisions of the Loan

Documents which grant Lender an immediate right to obtain judgment against Borrower under
the Loan Documents.

Q. In connection with the opinions as to the Financing Statement, we

call your attention to the following:

(i) The perfected security interest of Lender in the portions of the Property that constitute
fixtures and personal property may require the filing of continuation statements within the period
of six (6) months prior to the expiration of five (5) years from the date of filing of the Financing
Statement;
 (ii) Under certain circumstances described in N.C. Gen. Stat. § 25-9-315, the rights of a
secured party to enforce a perfected security interest in proceeds of collateral may be limited;

(iii) Under certain circumstances described in N.C. Gen. Stat. §§ 25-9-320 and 25-9-
330, purchasers of collateral (or lessees of goods which are collateral) may take the same free
and clear of a perfected security interest;

(iv)Pursuant to N.C. Gen. Stat. § 25-9-507, perfection of the security interest of Lender in
fixtures and personal property will be terminated as to any property acquired by Borrower more
than four (4) months after the date Borrower changes its name or identity so as to make the filed
Financing Statements seriously misleading unless new appropriate financing statements
indicating the new name or identity of Borrower are properly filed before the expiration of such
four (4) month period.

(v) Pursuant to N.C. Gen. Stat. § 25-9-508, perfection of the security interest of Lender in
fixtures and personal property will be terminated as to any property acquired by a new debtor
that has become bound by Borrower’s security agreement more than four (4) months after the
date the new debtor became bound under N.C. Gen. Stat. § 25- 9-203(d) if the difference
between the name of the Borrower named herein and the new debtor causes the filed Financing
Statements to be seriously misleading unless new appropriate financing statements indicating the
name of the new debtor are properly filed before the expiration of such four (4) month period.

R. With regard to any provisions contained in the Loan Documents

concerning the disposition of personal property, the disposition of personal property is limited by
N.C. Gen. Stat. § 25-9-602 which states that certain rights of the debtor cannot be waived. For
example, the debtor’s right to redeem the collateral at any time before the secured party has
disposed of it or entered into a contract for its disposition or before the obligation has been
discharged cannot be waived unless otherwise agreed in writing after default. N.C. Gen. Stat. §
25-9-623.

S. With regard to any provisions of the Loan Documents concerning

disposition of personal property, N.C. Gen. Stat. § 25-9-615 specifies the order in which
proceeds are to be applied. While this statute provides for the application of proceeds first to
costs and expenses, the statute limits the payment of cost and expenses to reasonable costs and
expenses.

T. Any provision in the Security Instruments that would purport to

apply to certain interests of Borrower in “after-acquired” real estate or “reversionary interests”
occurring after the delivery and recordation of the respective Security Instrument, are subject to
North Carolina General Statute §§ 47-20.5, which renders such “after-acquired” clauses
ineffective as to real estate in the absence of proper re-registration more particularly described in
said statute.

U. We express no opinion with respect to any waiver of the statute of

limitations contained in the Loan Documents.
 V. We express no opinion as to the effectiveness of any provisions of
the Loan Documents that provide for the assignment or transfer of any permits, licenses, or
similar rights of Borrower.

W. We express no opinion as to the enforceability of any provision in

the Loan Documents that purports to excuse a party for liability for its own acts.

X. We express no opinion as to the enforceability of any Indemnitor’s

(i) guarantee of a swap obligation, or (ii) grant of a security interest to secure a swap obligation,
if, and to the extent that, such guarantee or security interest grant is or becomes illegal under the
Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation of any of the foregoing) by virtue of the
Indemnitor’s failure to constitute an “eligible contract participant” (as defined in the Commodity
Exchange Act) at the time the guarantee or the security interest grant becomes effective with
respect to the swap obligation.

Y. With respect to the Guaranty, we express no opinion as to the

enforceability of any provision of the Guaranty against the estate of a deceased or incompetent
Indemnitor to the extent of advances made on the Loan after any Indemnitor's death or
incompetency. In addition, with respect to the Guaranty, we express no opinion on any waiver
of the Indemnitor’s rights under North Carolina General Statutes Section 26-7 et seq.

This opinion is being furnished to you solely for the benefit of you, your successors,
assigns, and any holder of the Loan Documents, in connection with the transactions
contemplated by the Loan Documents and may not be used for any other purpose or furnished to
or relied upon by any other person or entity, without our prior written consent.

V. Use Of This Opinion Letter

A. Use. This opinion is rendered for the sole benefit of the addressee hereof, and no
other person or entity is entitled to rely hereon, except for any successor and assigns of Lender
and any underwriter, placement agent or principal of and any rating agency rating any securities
evidencing ownership interests in or secured by the Loan

B. Effective Date; No Obligation to Update. This opinion is rendered as of its date,

and we express no opinion as to circumstances or events that may occur subsequent to such date.
Further, we undertake no, and hereby disclaim any, obligation to advise you of any changes in
the applicable law or relevant facts or any new developments that might affect any matters or
opinions set forth herein.

Very truly yours,

LONGLEAF LAW PARTNERS