Common use of RELIANCE AND ASSUMPTIONS Clause in Contracts

RELIANCE AND ASSUMPTIONS. 3.1 In the examination and consideration of the documents (including the Guarantees) required to deliver this opinion, we have assumed without independent verification, the genuineness of all signatures thereto, the authenticity of all documents submitted to us as originals and the completeness and conformity to authentic original documents of all documents submitted to us as certified or conformed copies, photocopies, telecopies or facsimiles. We have also assumed that the Agreements has been duly executed by the parties thereto (other than the Guarantors) and constitute legal, valid and binding obligations of the parties thereto under the laws in force in the State of New York by which the Agreements are governed. 3.2 This opinion is given in reliance upon the following: (a) Limited Partnership Agreement made between ▇▇▇▇▇ and Brookfield Residential Properties Inc. and amendments thereto dated October 12, 2009 and March 31, 2011 (the “Limited Partnership Agreement”); (b) Certificate of Limited Partnership dated September 2, 2005, and Notices to Amend dated October 12, 2009 and March 31, 2011, and a Trade Name/Partnership Search dated June ___, 2013 for the LP, issued by the Alberta Registrar of Corporations; (c) Certificate of Status dated June ___, 2013 in respect of ▇▇▇▇▇, issued by the Alberta Registrar of Corporations, (d) a certificate of an officer of the LP dated June ___, 2013, as to certain matters of fact relating to the LP and certifying resolutions of the directors of ▇▇▇▇▇, as general partner, for and on behalf of the LP, authorizing, sanctioning and approving the execution and delivery of the Agreements and the performance of the LP of its obligations thereunder, and (e) a certificate of an officer of ▇▇▇▇▇ dated June ___, 2013, as to certain matters of fact relating to ▇▇▇▇▇ and certifying resolutions of the directors of ▇▇▇▇▇ authorizing, sanctioning and approving its execution and delivery of the Agreements and the performance by ▇▇▇▇▇ of its obligations thereunder; copies of each of which are being delivered to you. We have also assumed that the information contained in the certificates referred to in this paragraph 3.2 above has not changed between the effective dates of such certificates and the date of this opinion. 3.3 When used herein, the phrase “our knowledge” means the actual knowledge of the lawyers in our firm who have given substantive attention to the transactions contemplated by the Agreements and the actual knowledge of the lawyers presently with our firm who have given substantive attention to matters relating to the affairs of the Guarantors, and does not include any imputed, implied, deemed or constructive knowledge of matters or information.

RELIANCE AND ASSUMPTIONS. 3.1 In the examination and consideration of the documents (including the Guarantees) required to deliver this opinion, we have assumed without independent verification, the genuineness of all signatures thereto, the authenticity of all documents submitted to us as originals and the completeness and conformity to authentic original documents of all documents submitted to us as certified or conformed copies, photocopies, telecopies or facsimiles. We have also assumed that the Agreements has been duly executed by the parties thereto (other than the Guarantors) and constitute legal, valid and binding obligations of the parties thereto under the laws in force in the State of New York by which the Agreements are governed. 3.2 This opinion is given in reliance upon the following: (a) Limited Partnership Agreement made between ▇▇▇▇▇ and Brookfield Residential Properties Inc. and amendments thereto dated October 12, 2009 and March 31, 2011 (the “Limited Partnership Agreement”); (b) Certificate of Limited Partnership dated September 2, 2005, and Notices to Amend dated October 12, 2009 and March 31, 2011, and a Trade Name/Partnership Search dated June ___December , 2013 2012 for the LP, issued by the Alberta Registrar of Corporations; (c) Certificate of Status dated June ___December , 2013 2012 in respect of ▇▇▇▇▇, issued by the Alberta Registrar of Corporations, (d) a certificate of an officer of the LP dated June ___December , 20132012, as to certain matters of fact relating to the LP and certifying resolutions of the directors of ▇▇▇▇▇, as general partner, for and on behalf of the LP, authorizing, sanctioning and approving the execution and delivery of the Agreements and the performance of the LP of its obligations thereunder, and (e) a certificate of an officer of ▇▇▇▇▇ dated June ___December , 20132012, as to certain matters of fact relating to ▇▇▇▇▇ and certifying resolutions of the directors of ▇▇▇▇▇ authorizing, sanctioning and approving its execution and delivery of the Agreements and the performance by ▇▇▇▇▇ of its obligations thereunder; copies of each of which are being delivered to you. We have also assumed that the information contained in the certificates referred to in this paragraph 3.2 above has not changed between the effective dates of such certificates and the date of this opinion. 3.3 When used herein, the phrase “our knowledge” means the actual knowledge of the lawyers in our firm who have given substantive attention to the transactions contemplated by the Agreements and the actual knowledge of the lawyers presently with our firm who have given substantive attention to matters relating to the affairs of the Guarantors, and does not include any imputed, implied, deemed or constructive knowledge of matters or information.