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Home My WebLink AboutA018 - Attorney's Opinion by Brian Torresi dated August 3, 2022 - Boing US Holdco, owner ATTORNEY'S OPINION I, Brian D. Torresi,hereby state that I am an Attorney at Law, duly admitted to the practice of law in the State of Iowa, and an attorney at Dentons Davis Brown with offices at 120 S 16th Street, Ames,Story County,Iowa. I further state that I have examined the Abstracts of Title,in four(4)parts,to the following-described real estate, to-wit: Lots Eight(8) and Nine(9), Fourth Addition to Southwood Subdivision, Ames, Story County, Iowa (the"Real Estate")from the root of the title thereof,down to and including the 18th day of July,2022 at 8:00 a.m., last certified by Abstract&Title Services- Story County,Ames,Iowa(Iowa Title Guaranty Division Member#8650),with an Addendum dated August 2, 2022 at 8:00 a.m. The Real Estate has now been subdivided and is now known as SIXTH ADDITION TO SOUTHWOOD SUBDIVISION, AMES, STORY COUNTY,IOWA. Based upon information within said Abstract of Title,it is my opinion that the fee simple title to the Real Estate is vested in Boing US Holdco,Inc. The Real Estate is subject to easements of record and to zoning ordinances of the City of Ames, Iowa, as well as the following: 1. Memorandum of Lease between JRC Ames Limited Partnership("JRC")and KMART Corporation dated July 15, 1994,and filed in the office of the Recorder of Story County, Iowa, on August 15, 1994, as Instrument No. 94-09262("Lease Memo-1 2. Reciprocal Easement and Operation Agreement between JRC, Dalan/Jupiter, Inc. ("Dalan"),and Aldi,Inc. ("Aldi")dated October 27, 1994,and filed in the office of the Recorder of Story County,Iowa,on November 10, 1994,as Instrument No.94-11981,as amended by that certain First Amendment to Reciprocal Easement and Operation Agreement dated May 15, 1997,and filed in the office of the Recorder of Story County, Iowa, on May 23, 1997, as Instrument No. 97-05024, as assigned by that certain Assignment of Rights Under Reciprocal Easement and Operation Agreement dated May 15, 1997, and filed in the office of the Recorder of Story County, Iowa, on May 23, 1997,as Instrument No.97-05027,and as amended by that certain Second Amendment to Reciprocal Easement and Operation Agreement dated August 23, 2019, and filed in the office of the Recorder of Story County,Iowa,on August 27,2019,as Instrument No. 19-07804; 3. Covenants,Conditions,Restrictions and Reciprocal Rights Agreement between Dalan and Aldi dated October 27, 1994,and filed in the office of the Recorder of Story County, Iowa, on November 10, 1994, as Instrument No. 94-11982, as supplemented by that certain Agreement dated May 15, 1997,and filed in the office of the Recorder of Story County,Iowa,on May 23, 1997,as Instrument No.97-05023,as amended by that certain First Amendment to Covenants, Conditions, Restrictions and Reciprocal Rights Agreement dated May 15, 1997,and filed in the office of the Recorder of Story County, Iowa, on May 23, 1997, as Instrument No. 97-05025, and as assigned by that certain Assignment of Rights Under Covenants,Conditions,Restrictions and Reciprocal Rights Agreement dated May 15, 1997,and filed in the office of the Recorder of Story County, Iowa, on May 23, 1997, as Instrument No. 97-05028; 4. Consent Agreement and Covenant Not to Build between Dalan and Buddy Taub dated November 30, 1994, and filed in the office of the Recorder of Story County, Iowa, on January 17, 1995, as Instrument No. 95-00428; 5. Memorandum of Lease between Dalan and Staples,Inc.("Staples")dated February 14, 1997,and filed in the office of the Recorder of Story County,Iowa,on April 28, 1997,as Instrument No. 97-04031 ("Lease Memo-2"); 6. Memorandum of Lease between Dalan and Staples dated February 14, 1997,and filed in the office of the Recorder of Story County, Iowa,on May 23, 1997, as Instrument No. 97-05021 ("Lease Memo-31'); 7. Memorandum of Lease between Dalan and Cinemark USA, Inc. ("Cinemark") dated May 16, 1997,and filed in the office of the Recorder of Story County,Iowa,on May 23, 1997, as Instrument No. 97-05022,as amended pursuant to that certain Affidavit,with attachments, dated April 15, 1998, and filed in the office of the Recorder of Story County, Iowa, on April 23, 1998, as Instrument No. 98-05051 (collectively, "Lease Memo-4"); 8. Parking Area Improvement Agreement between Pine Tree Ames, L.L.C., Cinemark, Richard D.Freemon,Trustee of the Richard D.Freemon Restated Revocable Tryst dated August 11, 1994, and George F. Hartman and Maria S. Hartman, Co-Trustees of the Maria and George Hartman Revocable Trust dated December 18, 1985 dated November 30,2000, and filed in the office of the Recorder of Story County, Iowa,on February 8, 2001,as Instrument No.01-01473,as amended by that certain Consent to Termination of Parking Area Improvement Agreement dated August 23,2019,and filed in the office of the Recorder of Story County, Iowa,on August 27,2019,as Instrument No. 19-07805; 9. Development Agreement between the City of Ames,Iowa,FHS Ames 1,L.P.,and FHA Ames 2,L.P.,dated July 9,2019,and filed in the office of the Recorder of Story County, Iowa, on August 23, 2019, as Instrument No. 19-07688; 10. Memorandum of Lease between NLA Duff,LLC("NLA")and Ulta Salon,Cosmetics& Fragrance,Inc. dated February 22,2019,and filed in the office of the Recorder of Story County,Iowa,on August 27,2019,as Instrument No. 19-07808("Original Lease Memo- s"),as modified by that certain Re-Recorded Memorandum of Lease dated February 22, 2019,and filed in the office of the Recorder of Story County,Iowa,on August 29,2019, as Instrument No. 19-07896("Amended Lease Memo-5")(Original Lease Memo-5 and Amended Lease Memo-5 are hereinafter collectively referred to as"Lease Memo-5"); 11. Memorandum of Lease between NLA and PetSmart, Inc. dated August 23, 2019, and filed in the office of the Recorder of Story County, Iowa, on August 27, 2019, as Instrument No. 19-07807 ("Original Lease Memo-6"), as modified by that certain Re- Recorded Memorandum of Lease dated August 23, 2019, and filed in the office of the Recorder of Story County, Iowa, on August 29, 2019, as Instrument No. 19-07895 ("Amended Lease Memo-6")(Original Lease Memo-6 and Amended Lease Memo-6 are hereinafter collectively referred to as "Lease Memo-6"); 12. Memorandum of Lease between NLA and Homegoods, Inc. dated March 5, 2019, and filed in the office of the Recorder of Story County, Iowa, on August 27, 2019, as Instrument No. 19-07809("Original Lease Memo-7"), as modified by that certain Re- Recorded Memorandum of Lease dated March 5, 2019, and filed in the office of the Recorder of Story County, Iowa, on August 29, 2019, as Instrument No. 19-07897 ("Amended Lease Memo-7)(Original Lease Memo-7 and Amended Lease Memo-7 are hereinafter collectively referred to as"Lease Memo-7"); 13. Memorandum of Lease between NLA and Five Below, Inc. dated February 19, 2019, and filed in the office of the Recorder of Story County, Iowa, on August 27, 2019, as Instrument No. 19-07810("Original Lease Memo-8"), as modified by that certain Re- Recorded Memorandum of Lease dated February 19,2019,and filed in the office of the Recorder of Story County, Iowa, on August 29, 2019, as Instrument No. 19-07898 ("Amended Lease Memo-8")(Original Lease Memo-8 and Amended Lease Memo-8 are hereinafter collectively referred to as "Lease Memo-8"); 14. Memorandum of Lease between NLA Duff Phase 2,LLC and The TJX Companies,Inc. dated March 1,2022,and filed in the office of the Recorder of Story County, Iowa,on March 2,2022, as Instrument No. 22-01884("Lease Memo-9"); and 15. Memorandum of Lease between NLA Duff Phase 2, LLC and Old Navy, LLC dated February 23,2022,and filed in the office of the Recorder of Story County,Iowa,on June 13, 2022, as Instrument No. 22-05722 ("Lease Memo-10") (Lease Memo-1, Lease Memo-2,Lease Memo-3,Lease Memo-4,Lease Memo-5,Lease Memo-6,Lease Memo- 7, Lease Memo-8, Lease Memo-9, and Lease Memo-10 are hereinafter collectively referred to as the "Lease Memos"). Furthermore,based upon information within said Abstract of Title and within the Lease Memos, Boing US Holdco,Inc.was the only party required to provide consent with respect to the subdivision of the Real Estate pursuant to Iowa Code § 354.11(1)(a). Dated this 3`d day of August, 2022. DENTONS DAVIS BROWN By: Brian D. Torresi, Attorney Iowa Title Guaranty Member No. 10046