Disclaimer

We encourage all our investors to read over the following text in order to be clear about our company and the real estate investment products & services we offer.

Any securities offered by Real Property Opportunities LLC (“RPO” or “sponsor”) have not been registered under The Securities Act or the Securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the Act and such securities laws.  Any securities will not have been approved or disapproved by the Securities and Exchange Commission, or any state securities commission or other regulatory authority, nor will the foregoing authorities have passed upon or endorsed the merits of any offering or the accuracy or adequacy of any memorandum or information provided by RPO.  Any representation by any party to the contrary is a criminal offense.

The securities offered by RPO will be offered in transactions not involving a public offering in reliance upon the exemption from registration afforded by Rule 506 of Regulation of Securities Act and may only be offered and sold to investors who are “Accredited Investors”, as such term is defined in the Securities Act, and who meet the standards for investment set forth therein.

Any securities offered by RPO are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and the applicable state securities laws, pursuant to registration or exemption therefrom, and under the limited partnership agreement of the company.  Investors should be aware that they will be required to bear the financial risks of any investment for an indefinite period.

In making an investment decision, investors must rely on their own examination of the person or entity creating the securities and the terms of the offering, including the merits and risks involved.  Prospective investors are not to construe the contents of any information or memoranda or any prior or subsequent information from RPO as legal or tax advice.  Prospective investors are invited to discuss all aspects of any transaction and the matters described therein with the sponsor, but each investor must rely upon his or her own representatives and advisors (including his or her own legal counsel and accountants) as to legal, tax, and related matters concerning any investment.

No person is authorized to give any information or to make any representation not contained in memoranda and appendices provided by sponsor, and any information or representation not contained therein must not be relied upon.  Memoranda provided by RPO are prepared solely for the benefit of persons interested in proposed private placement of the units offered thereby and may not be reproduced or used for any other purpose.

Any offering may be withdrawn at any time prior to the admission of prospective investors as members of the company.  Any units purchased by the investors must be purchased for their own account and not for resale.  Further, in connection with any offering and sale of units, the sponsor reserves the right, in its sole discretion, to reject any subscription in whole or in part, or to allot any investor fewer than the units applied for by such investor.

Any investment in units will involve substantial risks and should be considered only by investors who have no need for liquidity in their investment and can afford to lose their entire investment.

Notwithstanding the foregoing and except as reasonably necessary to comply with any applicable securities laws, each investor (and each employee, representative, or other agent of such investor) may disclose to any persons, without limitation of any kind, the tax treatment and tax structure of transactions described by RPO memoranda and all materials of any kind (including opinions or other tax analyses) that are provided to the investor relating to such tax treatment and tax structure.

Memoranda provided by RPO do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement not misleading.  They contain a fair summary of the material terms of the document purported to be summarized therein.

However, the descriptions of the documents summarized by RPO memoranda are incomplete and may not be relied upon by investors without a complete reading of all such documents and a full understanding of their contents.  We agree to provide, prior to the consummation of any transaction, to each prospective investor and any of their representatives the opportunity to inspect additional documents and to inquire of, and to receive answer from, RPO or any person acting on our behalf, concerning the terms and conditions of any offering.

All RPO memoranda contain projections of future operations of the property(ies) contemplated therein.  The projections present RPO estimates of the expected operating results for the property for the projection period.  However, differences between projections and actual results may occur and the differences may be material.  Any predictions and representations, written or oral, which do not conform to the financial projections contained in RPO memoranda may not be relied upon.