William M.

Slaughter
Barry J . Reagan
J ames B. Cole*
Chandra A. Beaton
Gabriele M. Lashly**
Michael H. Brody
J eff G. Coyner
Amanda C. Happle
Megan C. Winter
Diana P. Lytel
Kathleen M. Fellows
Michael B. Lebow

Attorneys at Law

625 E. Santa Clara Street, Suite 101
Ventura, California 93001

Telephone: (805) 658-7800
Facsimile: (805) 644-2131

www.srllplaw.com

February 10, 2014
* A Professional Corporation

** Certified Specialist Appellate Law
The State of California Board of Legal Specialization

Of Counsel:
J effrey J . Halfen

Writers E-mail: cole@srllplaw.com

PLEASE REFER TO:
42 1349

Partners Capital Solutions Fund, LP
26901 Agoura Road, Suite 180
Calabasas, CA 91301

Re: Enforceability of Loan Purchased by Strategic Diversified Real Estate Holdings, LLC
450 Elizabeth Avenue, Elizabeth, New J ersey 07206
Borrowers: Nora S. Villacres
Amount of Original Loan: $513,750.00

Dear Sir or Madam:

Please be advised that this firm represents the interest of Strategic Diversified Real
Estate Holdings, LLC and has done so since its formation through the present. We have
been asked to provide an opinion related to the enforceability of the above-referenced loan
purchased by our client. Partners Capital Solutions Fund, LP may rely upon this opinion in
making its investment in Strategic Diversified Real Estate Holdings, LLC.

In order to provide the opinion we have reviewed the following documents:

(a) Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Filing dated April 30, 2007 by and between Lender: Washington
Mutual Bank, F.A. and Borrower: Nora S. Villacres recorded May 16, 2007.

(b) Promissory Note dated April 30, 2007 in the amount of $513,750.00 by and
between Washington Mutual Bank, F.A. as Lender and Nora S. Villacres,
as Borrower. Said Note identified through the Affidavit of Lost Note dated
October 6, 2009 by J P Morgan Chase Bank, N.A.

(c) Policy of Title Insurance dated May 16, 2007 insuring Washington Mutual
Bank, F.A. for $513,750.00 and identifying the real property in question as
being vested in Nora S. Villacres.

(d) Assignment of Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing dated J anuary 5, 2011 assigning the interest from
the Federal Deposit Insurance Corporation as receiver for Washington
Mutual Bank, F.A. to U.S. Bank National Association, Trustee of the WAMU
2007 MF-1 Trust. Said Assignment was recorded February 8, 2011.

(e) Assignment of Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing dated May 25, 2011 assigning the interest from the

To Whom It May Concern
Re: Enforceability of Loan Purchased by Strategic Diversified Real Estate Holdings, LLC
450 Elizabeth Avenue, Elizabeth, New J ersey 07206
February 10, 2014
Page 2

Federal Deposit Insurance Corporation as receiver for Washington Mutual
Bank, F.A. to U.S. Bank National Association, Trustee of the WAMU 2007
MF-1 Trust. Said Assignment was recorded J une 9, 2011.

(f) Assignment of Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing dated J anuary 5, 2011 assigning the interest from
U.S. Bank National Association, Trustee of the WAMU 2007 MF-1 Trust to
J PMorgan Chase Bank, N.A. Said Assignment was recorded February 8,
2011.

(g) Assignment of Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing dated May 25, 2011 assigning the interest from
U.S. Bank National Association, Trustee of the WAMU 2007 MF-1 Trust to
J PMorgan Chase Bank, N.A. Said Assignment was recorded J une 9,
2011.

(h) Assignment of Loan Documents dated December 22, 2011 from J PMorgan
Chase Bank, N.A. to Stabilis Fund II, LLC, a Delaware limited liability
company.

(i) Assignment of Mortgage from J PMorgan Chase Bank, N.A. to Stabilis Fund
II, LLC dated December 22, 2011 and recorded on February 24, 2012
regarding the real property in question.

(j) Loan Sale Agreement from 450 Elizabeth Avenue, LLC to Strategic
Diversified Real Estate Holdings, LLC fka Sunset Diversified Property
Investments, LLC, a California limited liability company.

(k) Assignment of Mortgage/Deed of Trust, Security Agreement, Assignment
of Leases and Rents and Fixture Filing and Other Loan Documents dated
September 25, 2013, assigned from 450 Elizabeth Avenue, LLC, by its sole
member Stabilis Fund II, LLC to Strategic Diversified Real Estate Holdings,
LLC, a California limited liability company, regarding the real property in
question.

(l) Allonge to Promissory Note from Federal Deposit Insurance Corporation,
as Receiver for Washington Mutual Bank to U.S. Bank National
Association, Trustee of the WAMU 2007 MF-1 Trust.

(m) Allonge to Promissory Note from U.S. Bank National Association, Trustee
of the WAMU 2007 MF-1 Trust to J PMorgan Chase Bank, N.A.

(n) Allonge to Promissory Note from J PMorgan Chase Bank, N.A. to Stabilis
Fund II, LLC.

(o) Allonge to Promissory Note from Stabilis Fund II, LLC to 450 Elizabeth
Avenue, LLC.


To Whom It May Concern
Re: Enforceability of Loan Purchased by Strategic Diversified Real Estate Holdings, LLC
450 Elizabeth Avenue, Elizabeth, New J ersey 07206
February 10, 2014
Page 3

(p) Allonge from 450 Elizabeth Avenue, LLC to Strategic Diversified Real
Estate Holdings, LLC dated September 25, 2013.

1) The execution, delivery and performance of the documents (j), (k) and (o)
(Purchase Documents) are within Strategic Diversified Real Estate Holdings,
LLCs (Borrowers) power have been duly authorized by Borrower party and are
not in contravention of its organizational documents. 450 Elizabeth Avenue, LLC
(Seller) made the same representations.

2) The execution, delivery and performance of the Purchase Documents by each of the
parties will not violate any law or regulation in effect or any order, judgment or
decree of any court or instrumentality, in each case applicable to such party or by
which such party is bound.
3) Each Purchase Document creates a legal, valid and binding agreement of Seller
enforceable in accordance with its terms.
4) The Borrower is a limited liability company duly formed, validly existing and in good
standing under the laws of the State of California and has the requisite power and
authority to conduct its business as now conducted.
5) The Promissory Note and Mortgage, Security Agreement, Assignment of Leases
and Rents and Fixture Filing (a) and (b) (Loan Documents) documenting the
original $513,750.00 loan (Loan) constitute a legal, valid and binding obligation of
the underlying borrower, Nora S. Villacres, enforceable against her in accordance
with its terms.

6) Strategic Diversified Real Estate Holdings, LLC holds all right, title and interest of
Washington Mutual Bank F.A. (Lender) in the loan documents free and clear of all
liens and encumbrances other than any which may have been created by Strategic.

7) The mortgage creates a valid and first-priority perfected security interest in the
property commonly known as 450 Elizabeth Avenue, Elizabeth, New J ersey 07206
in favor of the lender; the right, title and interest of the lender in and to the mortgage
has been assigned to Strategic; and such assignment does not affect or interfere in
any way with the continued perfection of the mortgage as a first-priority security
interest on the property.

8) To the best knowledge of the undersigned upon reasonable investigation, no
registration or filing with, consent or approval of or other action by any federal, state
or other governmental authority or regulatory body or any other third party is
required for the execution and delivery of the underlying Loan Documents by the
underlying borrower and/or the Purchase Documents by lender in its sale of the
loan to Strategic.
9) To the best knowledge of the undersigned upon reasonable investigation, no
material action, claim or proceeding is now pending or threatened against

To Whom It May Concern
Re: Enforceability of Loan Purchased by Strategic Diversified Real Estate Holdings, LLC
450 Elizabeth Avenue, Elizabeth, New J ersey 07206
February 10, 2014
Page 4

Borrower or Guarantor before any court of law, any governmental authority or any
arbitrator or panel of arbitrators.
After review of the above-mentioned documents, I am satisfied that the chain of
ownership of lenders rights is complete and that Strategic Diversified Real Estate Holdings,
LLC holds enforceable rights to the balance of the original $513,750.00 loan to Borrower
Nora S. Villacres, including lender/beneficiary rights to the Note and Deed of Trust.

Should you have any questions or comments regarding this matter, please do not
hesitate to contact the undersigned directly.
Very truly yours,
SLAUGHTER & REAGAN, LLP
J ames B. Cole
J BC/cp