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<br />RISC Bank (USA) <br />P a.ge 3 <br />September 4, 2008 <br />(d) Under North Carolina law, the recovery of attorneys' fees is limited by and <br />subject to the procedures and limitations set forth in Section 6-21.2 of the General Statutes <br />of North Carolina, as amended. <br />(e) We have assumed for purposes of all of our. opinions contained herein that <br />the Bank will exercise its rights under the Contract in good faith and in a commercially <br />reasonable manner. <br />We are members of the Bar of the State of North Carolina and we do not purport to express <br />arty opinion except as to the laws of the State of North Carolina. This opinion is for the sole benefit <br />of the Bank and any assignee of the Contract and may not be relied upon by any other person <br />without our prior written consent. <br />Very truly yours, <br />COLEMAN, GLEDHILL, HARGRAVE & PEEK, P.C. <br />