Charles
E. Porterfield
Attorney
at Law
212
South Tryon Street, Suite 960
Charlotte,
NC 28281
Telephone (704) 338-9979
Facsimile (704) 372-2339
Western
North Carolina Real Estate Fund
124 College St.
Asheville, NC 28801
Re: Securities Offering
To Whom It May Concern:
As counsel to Western North Carolina Real Estate
Fund, a North Carolina Corporation (the "Company"), in connection
with the preparation and filing by the company of a registration statement (the
"Registration Statement") if required, under the Securities Act of
1933, and the prospectus (the "Prospectus") included therein relating
to the public offering by the Company of 100,000 shares (the
"Shares") of the Company's common stock, par value $10.00 per share
(the "Common Stock"), and in rendering the opinion set forth below, I
have examined original copies or certified, conformed or photostatic
copies of corporate records of the Company and such certificates of public
officials, drafts of the Underwriting Agreement relating to the offering, and
copies identified to my satisfaction of such other documents as I deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
In all such examinations, I have assumed the
genuineness of all signatures, the authenticity of documents submitted to me as
originals and the conformity to the originals of all documents submitted
to me certified, conformed or photostatic copies. As to various questions
of material fact to this opinion, I have relied upon statements and certificates
of officers and representatives of the Company.
On the basis of the foregoing and my examination of
such questions of law as I deemed relevant, I am of the opinion that all the
outstanding shares of capital stock of the company have been duly authorized and
validity issued and not subject to any preemptive or similar rights.
I note that I am a member of the bar of the State of
North Carolina and my opinion is limited to matters governed by the federal
laws of the United States, and the general corporation laws of the State of
North Carolina. Furthermore, I hereby consent to your filing a copy of this
opinion as an Exhibit to the Prospectus and Registration Statement.
Very
truly yours,
Charles E.
Porterfield
CEP/tr
C: Mr. Les Smith
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