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Home My WebLink AboutA004 - Attorney's Opinion by Brian Torresi dated May 13, 2022 t a 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: Lot Eight(8), Fourth Addition to Southwood Subdivision, Ames, Story County, Iowa ("Lot-8"),AND Lot Nine (9), Fourth Addition to Southwood Subdivision,Ames, Story County, Iowa ("Lot-9")(Lot-8 and Lot-9 are hereinafter collectively referred to as the"Real Estate")from the root of the title thereof, down to and including the 15th day of March, 2022 at 12:32 p.m., last certified by Abstract&Title Services- Story County,Ames,Iowa(Iowa Title Guaranty Division Member#8650), with an Addendum dated April 7, 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 NLA Duff, LLC. 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. Mortgage,Assignment of Leases and Rents,Security Agreement,Financing Statement, and Fixture Filing in the amount of$1,190,000.00 given to Commercial Bank, dated February 23, 2022, and filed in the office of the Recorder of Story County, Iowa, on March 15, 2022, as Instrument No. 22-02374; 2. Assignment of Leases and Rents given to Commercial Bank,dated February 23,2022, and filed in the office of the Recorder of Story County, Iowa, on March 15, 2022, as Instrument No. 22-02375; 3. 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"); 4. 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; 5. 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; 6. 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; 7. 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"); 8. 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-3"); 9. 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"); 10. 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; 11. 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; 12. 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- 5"),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"); 13. 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"); 14. 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"); 15. 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"); and 16. 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")(Lease Memo-1,Lease Memo-2,Lease Memo-3,Lease Memo-4,Lease Memo-5,Lease Memo-6,Lease Memo- 7, Lease Memo-8, and Lease Memo-9 are hereinafter collectively referred to as the "Lease Memos"). Furthermore,based upon information within said Abstract of Title and within the Lease Memos, NLA Duff, LLC 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 13th day of May, 2022. DENTONS DAVIS BROWN By. Brian D. Torresi,Attorney Iowa Title Guaranty Member No. 10046