PRO FORMA OPINION LETTER (GUARANTOR)

INSTRUCTION SHEET

  1. The “fill-in” fields for this document can be easily navigated through by using the F11 key on your keyboard.
  1. The opinion letter should be dated on or after the day that the documents of the Corporate Guarantor are reviewed by the lawyer. This date is often filled in by the solicitor providing the opinion.
  1. Fill out the Lender information in the addressee section with the appropriate branch details.
  1. Complete the “Re:” line with the Borrower, Guarantor and Lender names, and the amount of credit being provided. If this loan is a first draw on a larger amount (for example, a line of credit) you should enter the full line of credit value.
  1. Complete the applicable fields in the list of documents which are to be examined. Any inapplicable items may be deleted from the list, and any additional documents that may be necessary can be added.
  1. Please note that there is no “fill-in” field for the signature line, as this will be completed by the solicitor providing the opinion.

[1]

(LETTERHEAD OF GUARANTOR’S SOLICITOR)

DATE:

TO:LENDER NAME

Street

City, BC Postal Code

Dear Sirs/Mesdames:

Re:Borrower Name

$ Credit Facility with Lender Name (the "Lender")

Guaranteed by Guarantor Name (the “Guarantor”)

We have acted as counsel for the Guarantor in connection with the above financing.

We have examined the following documents:

  1. Letter of Offer dated ;
  1. Guarantee dated ;
  1. Form B Mortgage and Assignment of Rents dated , to be registered in the Principal Amount of $;
  1. Acknowledgment of Receipt of Mortgage Terms;
  1. General Security Agreement dated , granted by the Guarantor in favour of the Lender;
  1. Environmental Indemnity Agreement;
  1. Mortgage of Lease;
  1. Priority Agreement; and
  1. Postponement and Assignment of Claims;

(the above documents are hereinafter collectively called the “Guarantor’s Security Documents”),

  1. Certificate of Incorporation, Notice of Articles, Articles and other corporate records of the Guarantor;
  1. Certified Resolutions of the Directors of the Guarantor, inter alia, authorizing the execution of the Guarantor’s Security Documents and ancillary documents; and
  1. Statutory Declaration ofDirector Name, sworn as Director of the Guarantor on Date;

(the documents listed as Nos.-, inclusive, are hereinafter collectively called the “Additional Documents”).

We have examined the Guarantor’s Security Documents and the Additional Documents and reviewed such other documentation and have made such inquiries as we consider necessary to form our opinion as follows:

(a)theGuarantor has been duly incorporated, validly exists and is in good standing with the Registrar of Companies for the Province of British Columbia with respect to the filing of Annual Reports;

(b)the Guarantor has corporate power and capacity to execute the Guarantor’s Security Documents and to perform and observe all terms and provisions thereof; and

(c)theGuarantor’s Security Documents have been duly and validly authorized, executed and delivered by the Guarantor to the Lender.

Yours truly,

[1]

(LETTERHEAD OF GUARANTOR’S SOLICITOR)

DATE:

TO:COMMUNITY FUTURES BRITISH COLUMBIA

#1056, 409 Granville Street

Vancouver, BC V6C 1T2

Dear Sirs/Mesdames:

Re:Fraser Products Inc.

$500,000.00 Credit Facility with Community Futures British Columbia (the "Lender")Guaranteed by Vandelay Industries (the “Guarantor”)

We have acted as counsel for the Guarantor in connection with the above financing.

We have examined the following documents:

  1. Letter of Offer dated February 20, 2013;
  1. Guarantee dated February 20, 2013;
  1. Form B Mortgage and Assignment of Rents dated F, to be registered in the Principal Amount of $500,000.00;
  1. Acknowledgment of Receipt of Mortgage Terms;
  1. General Security Agreement dated February 20, 2013, granted by the Guarantor in favour of the Lender;
  1. Environmental Indemnity Agreement;
  1. Mortgage of Lease;
  1. Priority Agreement; and
  1. Postponement and Assignment of Claims;

(the above documents are hereinafter collectively called the “Guarantor’s Security Documents”),

  1. Certificate of Incorporation, Notice of Articles, Articles and other corporate records of the Guarantor;
  1. Certified Resolutions of the Directors of the Guarantor, inter alia, authorizing the execution of the Guarantor’s Security Documents and ancillary documents; and
  1. Statutory Declaration ofKelVarnsen, sworn as Director of the Guarantor on February 20, 2013;

(the documents listed as Nos.10-12, inclusive, are hereinafter collectively called the “Additional Documents”).

We have examined the Guarantor’s Security Documents and the Additional Documents and reviewed such other documentation and have made such inquiries as we consider necessary to form our opinion as follows:

(a)theGuarantor has been duly incorporated, validly exists and is in good standing with the Registrar of Companies for the Province of British Columbia with respect to the filing of Annual Reports;

(b)theGuarantor has corporate power and capacity to execute the Guarantor’s Security Documents and to perform and observe all terms and provisions thereof; and

(d)theGuarantor’s Security Documents have been duly and validly authorized, executed and delivered by the Guarantor to the Lender.

Yours truly,