LEGAL OPINION REGARDING CLAUSE 3 OF IRREVOCABLE GENERAL POWER OF ATTORNEY DATED 18 APRIL 2007 READ ALONG WITH CLAUSE 5.2 OF THE DEED OF AGREEMENT DATED 15 MAY, 2006 A/C. Company 1.

Mr. Z

Address….

Dear Sir,

RE:    LEGAL OPINION REGARDING CLAUSE 3 OF IRREVOCABLE GENERAL POWER OF ATTORNEY DATED 18 APRIL 2007 READ ALONG WITH  CLAUSE 5.2 OF THE DEED OF AGREEMENT DATED 15 MAY, 2006 A/C. Company 1.

We refer to your letter dated 28 August 2007 on the above subject.

You have requested us to advice as to the interpretation of Clause 03 of the Irrevocable General Power of Attorney dated 18 APRIL 2007 (“IGPA”) executed by Company 1 (“the Landowner”) in favour of Company 2 (“Company 2”) read along with Clause 5.2 of the Deed of Agreement dated 15 May, 2006 (“Deed of Agreement”) executed between the Landowner and the Developer.

OUR OPINION:

Vide the IGPA, the Landowner has appointed Company 2 as their lawful and true attorney to do and execute all or any of the acts contained in the IGPA, and Clause 3 of the IGPA empowers Company 2:

“03. To apply and obtain approval of the plans for construction on the Project Land from Rajdhani Unnayan Kartipakkha (RAJUK) and/or any other authorities.”

However, Clause 5.2 of the Deed of Agreement states as follows:

“5.2 It shall be the obligation of the Landowner to obtain necessary permission from RAJUK, Civil Aviation Authority of Bangladesh (“CAAB”) and other relevant authority(s) within 31.07.2006 for construction of the Apartment Complex with the height of at least 110 feet, provided however that the costs and expenses for obtaining the said permission shall be borne by the Developer.”

According to the Deed of Agreement, the obligation is upon the Landowner to obtain necessary permission from RAJUK, Civil Aviation Authority of Bangladesh (“CAAB”) and other relevant authority(s). On the other hand, on the basis of the IGPA, Company 2 may apply and obtain approval of the plans for construction on the Project Land from RAJUK and/or other authorities, on behalf of the Landowner. However, if Company 2 could not obtain the necessary permissions/approvals from the concerned authority then Company 2 shall not be liable for such failure, as according to the Deed of Agreement obligations for obtaining the same lies upon the Landowner.

If you have any further query, please do not hesitate to contact the undersigned.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”