Attached files
| file | filename |
|---|---|
| S-1/A - Bridge Private Lending, LP | v173276_s1a.htm |
| EX-3.1II - Bridge Private Lending, LP | v173276_ex3-1ii.htm |
| EX-23.1 - Bridge Private Lending, LP | v173276_ex23-1.htm |
Exhibit
5.1
|
Attorneys
at Law
233
East Redwood Street
Baltimore,
Maryland
21202-3332
410-576-4000
www.gfrlaw.com
|
February 9,
2010
Bridge
Private Lending, LP
100 West
Pennsylvania Avenue
Suite
4
Towson,
Maryland 21204.
Ladies
and Gentlemen:
We have acted as counsel to Bridge
Private Lending, LP, a Maryland limited partnership (“Bridge”), its General
Partner, Bridge GP, LLC, a Maryland limited liability company (the “General
Partner”), and the managing member of the General Partner, BPL Manager, LLC, a
Maryland limited liability company (the “Managing Member”) in connection with
the registration statement on Form S-1 (File No. 333-163556), as amended (the
“Registration Statement”), filed by Bridge with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 88,000
units representing limited partnership interests in Bridge (the “Units” ), in
connection with the offering described in the Registration
Statement.
As counsel to Bridge, we have
participated in the preparation of the Registration Statement and have examined
originals or copies, certified or otherwise identified to our satisfaction by
public officials or officers acting on behalf of Bridge as authentic copies of
originals, of (i) Bridge’s certificate of limited partnership, dated
November 19, 2009, (ii) the General Partner’s limited liability company articles
of organization dated as November 17, 2009, (iii) the resolutions of
the Managing Member of the General Partner acting on behalf of Bridge relating
to the authorization, issuance, offer and sale of the Units pursuant to the
Registration Statement, and (iv) such other documents or matters of law as
in our judgment were necessary to enable us to render the opinions expressed
below.
With respect to such examination and
our opinion expressed herein, we have assumed, without any independent
investigation or verification (i) the genuineness of all signatures (other
than those of Bridge and the General Partner) on all documents submitted to us
for examination, (ii) the legal capacity of all natural persons,
(iii) the authenticity of all documents submitted to us as originals,
(iv) the conformity to original documents of all documents submitted to us
as conformed or reproduced copies and the authenticity of the originals of such
copied documents, and (v) that all certificates issued by public officials
have been properly issued. We also have assumed without independent
investigation or verification the accuracy and completeness of all corporate
records made available to us by Bridge and the General Partner.
We have relied with your approval upon
certificates of public officials, upon certificates and/or representations of
the Managing Member, officers and employees of the General Partner on behalf of
Bridge, upon such other certificates as we deemed appropriate, and upon such
other data as we have deemed to be appropriate under the
circumstances. We have undertaken no independent investigation or
verification of factual matters.
Based upon the foregoing, and subject
to the qualifications set forth herein, it is our opinion that the Units, when
sold pursuant to the prospectus that forms part of the Registration Statement
and upon Bridge’s receipt of the consideration required to be paid therefor,
will be duly and validly issued, fully paid and nonassessable.
We are opining only as to the matters
expressly set forth herein, and no opinion should be inferred as to any other
matters. The foregoing opinion is limited to the laws of the State of
Maryland, the applicable provisions of the Maryland Constitution, the laws of
the United State of America, and reported judicial decisions interpreting these
laws, and we do not express any opinion herein concerning any other
law. The foregoing opinion is based upon currently existing statutes,
rules, regulations and judicial decisions, and we disclaim any obligation to
advise you of any change in any of these sources of law or subsequent legal or
factual developments which might affect any matters or opinion set forth
herein.
We hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement. We also hereby
consent to the reference to our firm under the heading “Legal Matters” in the
prospectus constituting part of the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
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Very
truly yours,
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/s/
Gordon, Feinblatt, Rothman,
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Hoffberger
& Hollander, LLC
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