Balfour Beatty

To: Dexia Credit Local I PasserelJe des Rellets Tour Dexia La Defense 2 TSA 92202-929 I 9 La DefenseFrance

Norddeutsche Landesbank Girozentrale 7 I Queen Victoria Street London EC4V 4NL

<as Arranging Banks)

Dexia Credit Local I PasserelJe des Rellets Tour Dexia La Defense 2 TSA 92202-929 I 9 La Defense France

Norddeutsche Landesbank Girozentrale 7 I Queen Victoria Street London EC4V 4NL

<as Original Lenders)

Dexia Credit Local London Branch Shackleton House 4 Battle Bridge Lane London SEI2RB

Dexia Management Services Limited Shackleton House 4 Battle Bridge Lane London SEI2RB

<as Facility Agent and Security Trustee)

Balfour Beatty pic Group Head Office

130 Wilton Road London SWIV ILQ

Tel 020 72 I 6 6800 Fax 020 72 I 6 6950

www.balfourbcatty.com

Registered OlTicc: 130 Wilton Road. L.ondon SWIV ILQ

Rct;iSlcrcli in England Number 395826

Dear Sirs

Dexia Credit Local

I Passerelle des Reflets Tour Dexia La Defense 2

TSA 92202-92919

La Defense France

Norddeutsche Landesbank Girozentrale

71 Queen Victoria Street

London EC4V 4NL

(as Original Hedging CounteJparty)

(the "Addressees")

North West Fire and Rescue PFJ Project

I am Senior Legal Counsel - Commercial and IT of Balfour Beatty pic and this opinion is addressed to the Addressees (as defined above) in connection with a project agreement to be

entered into between Balfour Beatty Fire and Rescue NW Limited (the "Borrower") and

Lancashire Combined Fire and Rescue Authority, Merseyside Fire and Rescue Authority, and Cumbria County Council for the financing, design and construction of and provision of certain

services to 16 fire stations therewith in Merseyside, Lancashire, and Cumbria (the "Transaction").

1. INTRODUCTION

1. I Opinion Documents The opinions given in this opinion letter (the "Opinion Letter") rei ate to each of the

documents listed in Schedule 1 (Opinion Documenls) to this Opinion Letter entered into

Or to be entered into by Balfour Beatty pic, Balfour Beatty Infrastructure investments Limited, Balfour Beatty Investment Holdings Limited, Mansell Construction Services

Limited, and Balfour Beatty WorkPlace Limited (each a "Company", collectively the "Companies") in connection with the Transaction (each an "Opinion Document" and

collectively the "Opinion Documents");

1.2 Defined Terms In this Opinion Letter:

1.2.1 terms defined or given a particular construction in the loan facilities agreement

among, inter alios, the Borrower and the Facility Agent <as defined therein)

dated on or about the date hereof (the "Loan Facilities Agreement") shan have

the same meaning in this Opinion Letter uniess a contrary indication appears; and

U.2 headings in this Opinion Letter are for ease of reference only and shall not affect its interpretation.

1.3 Legal Review For the purpose of issuing this Opinion Letter I have examined executed or execution copies of the documents referred to in Schedule 1 (Opinion Documents).

1.4 Applicable Law

This Opinion Letter and the opinions given in it are governed by English law and relate only to English law as applied by the English COUl1s as at today's date . I am a member of

the Law Society of England and Wales and express no opinion in this Opinion Letter on the laws of any other jurisdiction.

1.5 Assumptions and Reservations The opinions given in this Opinion Letter are given on the basis of the assumptions set

out in Schedule 2 (Assumptions) and are subject to the reservations set out in Schedule 3 (Reservations) to this Opinion Letter.

2. OPINIONS

I am of the opinion that:

2.1 Corporate Existence and Authority 2.1.1 Each of the Companies is a company duly incorporated in England and has the

capacity and power to enter into the Opinion Documents and to exercise its

rights and perform its obligations under the relevant Opinion Documents to which it is a party and, where applicable, has such authority as may be required

(whether by law or pursuant to any agency agreement) to enter into the Opinion

Documents as agent for the principal on whose behalf it is signing.

2.1.2 All corporate action required to authorise the execution and delivelY by each of

the relevant Companies of the Opinion Documents to which it is a party and each person purpol1ing to act on behalf of each of the Companies (the

"Relevant Signatories"), has been duly taken.

2.1.3 Each of the Opinion Documents has been duly executed and delivered by the

Relevant Signatories on behalf of each of the Companies and such execution

and delivery by the Relevant Signatories is binding on each of the Companies.

2.2 Legal, Valid, Binding and Enforceable Obligations

Each of the obligations expressed to be assumed by each of the Companies in the

Opinion Documents to which such Company is a par1y constitute such Company's legal,

valid, binding and enforceable obligations.

2.3 No Litigation or Proceedings

2.3. 1 None of the Companies have taken any corporate action or any other steps nor,

to the best of my knowledge, have legal proceedings 01' other steps been stal1ed or threatened which have a reasonable prospect of success against any of the

Companies for their winding-up, dissolution, administration or re-organisation

or for the appointment of a receiver, administrator, administrative receiver,

trustee or similar officer of them or of any or all of their assets or revenues .

2.3.2 To the best of my knowledge no litigation, action, arbitration or administrative

proceeding of or before any court 01' tribunal has been stalted against any of the

Companies or their assets 01' revenues which is reasonably likely to be adversely determined, and if so determined would have a material adverse effect on the

respective Company's ability to perfonn their obligations under the Opinion Documents (and where any such litigation, action, arbitration or administrative

proceeding has started and would be reasonably likely to have a material adverse effect on the respective Company's ability to pelform their obligations

under the Opinion Documents if adversely determined but is not reasonably likely to be adversely determined, this is based on the advice of our external

advisers).

3. ADDRESSEES AND PURPOSE

This Opinion Letter is provided in connection with the satisfaction of the conditions

precedent in the Loan Facilities Agreement and is addressed to the Addressees and their permitted assigns, transferees and successors.

4. CORPORATE DOCUMENTS

I have reviewed the following documents for the purposes of this Opinion Letter.

(a) A copy of the board resolutions of Balfour Beatty pic dated February 162011

authorising the entry into the Opinion Documents to which it is a party.

(b) The details of current officers of Balfour Beatty pic, the certificate of incorporation (including change of name), and the memorandum and articles of

association as recorded at Companies House.

(c) A copy of the power of attorney of Balfour Beatty pic (the BB pic Power of

Attorney) approved pursuant to the board resolution above in respect of the

execution of the Opinion Documents to which it is party.

(d) A copy of the board resolutions of Balfour Beatty Investment Holdings Limited

dated FebrualY 16 2011 authorising the entry into the Opinion Documents to

which it is a palty.

(e) The details of current officers of Balfour Beatty Investment Holdings Limited,

the certificate of incorporation (including change of name), and the memorandum and alticles of association as recorded at Companies House.

(I) A copy of the power of attorney of Balfour Beatty Investment Holdings Limited (the BBIHL Power of Attorney) approved pursuant to the board resolution

above in respect of the execution of the Opinion Documents to which it is palty.

(g) A copy of the board resolutions of Balfour Beatty Infrastructure Investments

Limited dated February 16 2011 authorising the entry into the Opinion Documents to which it is a party.

(h) The details of current officers of Balfour Beatty Infrastructure Investments

Limited, the certificate of incorporation (including change of name), and the memorandum and articles of association as recorded at Companies House.

(i) A copy of the power of attorney of Balfour Beatty Balfour Beatty Infrastructure

Investments Limited (the BBIlL Power of Attorney) approved pursuant to the board resolution above in respect of the execution of the Opinion Documents to

which it is party.

OJ A copy of the board resolutions of Balfour Beatty WorkPlace Limited dated

February 162011 authorising entry into the Opinion Documents to which it is a party.

(k) The details of the current officers of Balfour Beatty WorkPlace Limited, the

certificate of incorporation (including change of name) and the memorandum of

articles of association as recorded at Companies House.

(I) A copy of the power of attorney of Balfour Beatty WorkPlace Limited (the

BBWL Power of Attorney) approved pursuant to the board resolution above in respect of the execution of the Opinion Documents to which it is party.

(m) A copy of the board resolutions of Mansell Construction Services Limited dated Februmy 7 2011 authorising entry into the Opinion Documents to which it is a

party.

(n) The details of the current officers of Mansell Construction Services Limited, the

certificate of incorporation (including change of name) and the memorandum of articles of association as recorded at Companies House.

(0) A copy of the power of attorney of Mansell Construction Services Limited (the

MCSL Power of Attorney) approved pursuant to the board resolution above in

respect of the execution of the Opinion Documents to which it is patty.

I consent to a representative of Ashfords or Tods Murray dating this Opinion Letter on the date of financial close of the Transaction.

Yours faithfully,

Prndence Yun-Lok Wong (Solicitor)

Senior Legal Counsel - Commercial and IT Balfour Beatty pIc

SCHEDULE I

OPINION DOCllMENTS

1 Opinion Documents

Balfour Beatty pic

i) FM Contractor's Direct Agreement;

ii) Building Contractor's Direct Agreement;

iii) Building Contract Guarantee;

iv) FM Agreement Guarantee;

v) Equity Guarantee;

vi) BB pIc Power of Attorney;

vii) Any acknowledgements required in connection with the transaction;

viii) Formalities certificate signed by a director or secretary of Balfour Beatty pic;

Balfour Beatty Investment Holdings Limited

i) Building Contract Parallel Loan Agreement;

ii) Building Contractor's Direct Agreement;

iii) FM Contractor's Direct Agreement;

iv) FM Agreement Parallel Loan Agreement;

v) BBIHL Power of Attorney;

vi) Any acknowledgements required in connection with the transaction;

vii) Formalities certificate signed by a director or secretary of Balfour Beatty Investment Holdings Limited;

Balfour Beatty Infrastructure Investments Limited

i) Security Trust and Intercreditor Deed;

ii) Noteholders' Subscription Agreement;

iii) Shareholders' Agreement;

iv) BBUL Power of Attorney;

v) Any acknowledgements required in connection with the transaction ;

vi) Formalities celtificate signed by a directol' 01' secretary of Balfour Beatty

I nfrastruclure I nvestments Lim i ted;

Balfour Beatty WorkPlace Limited

i) FM Agreement;

ii) FM Contractor's Direct Agreement;

iii) FM Contractor Coliateral Warranty (Authority) to be entered into by Balfour Beatty Workplace Limited, the Authority and the Borrower;

iv) Independent Cellifier Warranty (FM Contractor) to be entered into by Balfour Beatty Workplace Limited, G1eeds Management Services Limited (in its capacity as Independent Celtifier) and the Borrower;

v) BBWL Power of Attollley;

vi) Any acknowledgements required in connection with the transaction;

vii) Formalities certificate signed by a director or secretary of Balfour Beatty Workplace Limited;

Mansell Construction Services Limited

i) Building Contract;

ii) Building Sub-Contract (as defined in the Building Contract)

iii) Building Contractor's Direct Agreement;

iv) Building Contractor Collateral Warranty (Authority) to be entered into by

Mansell Construction Services Limited. the Authority and the Borrower;

v) Independent Certifier Warranty (Building Contractor) to be entered into by

Mansell Construction Services Limited, G1eeds Management Selvices Limited

(in its capacity as Independent Celtifer) and the Borrower;

vi) collateral warranty to be entered into between Mansell Construction Selvices Limited, the Principal Building Sub-Contmctor (as defined in the Building Contract) and others;

vii) collateral warranty to be entered into between Mansell Construction Services Limited, the Borrower and Seymour Harris Limited;

viii) collateral warranty to be entered into between Mansell Construction Services Limited, the Bon'ower and Blue Sky Design Services Limited;

ix) collateral wal'l'anty to be entered into between Mansell Construction Services Limited, the Bon'ower and Arup Limited;

x) MCSL Power of Attorney;

xi) Any acknowledgements required in connection with the transaction;

xii) Formalities certificate signed by a director 01' secretary of Mansell Construction Services Limited;

SCHEDULE 2

ASSlJMPTIONS

The opinions in this Opinion Letter have been made on the following assumptions.

I. OBLIGATIONS OF THE PARTIES

Ca) Each of the patties to the Opinion Documents (other than the Companies) (each

a "Relevant Party" and collectively the "Relevant Parties") has the capacity,

power and authority to enter into and to exercise its rights and to pe.form its

obligations under the Opinion Documents to which it is a pa.ty.

(b) Each of the Relevant Parties has legal personality and is duly incorporated,

established or organised and validly existing under the laws of its place of

incorporation, establishment or organisation.

(c) Each Opinion Document constitutes the legal, valid and binding obligations of

each Relevant Patty thereto enforceable against such party in accordance with

the terms of each such Opin ion Document under the laws which govern each

such Opinion Document.

Cd) The execution, delivery and perfonnance by each of the Relevant Parties of the

Opinion Documents to which it is a party has been and remains duly approved

and authorised by all necessary corporate, governmental and other action in

accordance with its constitutive documents, the laws of its place of

incorporation, establishment or organisation and all other applicable laws.

2. ACCURACY, CONFORMITY AND COMPLETENESS

The completeness and confonnity to originals of all documents supplied to me as

certified, facsimile, photostatic, or electronic copies and the authenticity oflhe originals

of such documents.

3. OTHER DOCUMENTS

Save for those listed in Schedule I (Opinion Documents), there is no other agreement,

instrument or other arrangement between the Relevant Pa.ties which modifies or

supersedes any of the Opinion Documents.

4. OTHER ASSUMPTIONS

(a) All acts, conditions or things required to he fulfilled, performed or effected by

any Relevant Party in connection with the Opinion Documents under the laws of

any jurisdiction have been performed and effected.

(b) The entry into, exercise of its rights under, and/or performance of, or compliance

with, each of the Opinion Documents, by each Relevant Party thereto do not and

will not violate any of the documents constituting such party or any agreement to

which it is a patty or which is binding on it or its assets.

SCHEDULE 3

The opinions in this Opinion Letter are subject to the following reservations.

J. LIMITATIONS ARISING FROM INSOLVENCY LAW

(a) The opinion set out in paragraph 2.2 (Legal, Valid, Binding and Enforceable Obligations) of this Opinion Letter is subject to any limitations arising from insolvency, liquidation, administration, moratorium, reorganisation and similar laws generally affecting the rights of creditors of the applicable Company.

(b) The opinions set out in paragraph 2.2 (Legal. Valid, Binding and Enforceable Obligations) of this Opinion Letter are subject to an English court exercising its discretion under section 426 of the Insolvency Act 1986 (Co-operation between

courts exercising jurisdiction il1 relation to insolvency) to assist the courts having the corresponding jurisdiction in any other palt of the United Kingdom or any relevant country 01' tel1'itory.

2. ENFORCEABILITY OF CLAIMS

In this Opinion Letter "enforceable" means that an obligation is of a type which the Engl ish COUltS enforce. It does not mean that those obligations will be enforced in all circumstances in accordance with the tenTIS of the Opinion Documents.

3. DEFAULT INTEREST AND INDEMNITIES BETWEEN PARTIES

(al Any provision of the Opinion Documents requiring any person to pay amounts imposed in circumstances of breach or default may be held to be unenforceable on the grounds that it is a penalty.

(b) Any undCltaking 01' indemnity given by the Companies and in respect of stamp duties or registration taxes payable in the United Kingdom may be void.

(c) An English cOUl1 may in its discretion decline to give effect to any indemnity in respect of the legal costs incun'ed by an unsuccessful litigant at such English COUlt or where the court has made an order for costs.

4. OTHER QUALIFICATIONS

(al The obligations of the paltics under the Opinion Documents may be limited by general principles of equity, prescription or lapse of time.

(b) The enforcement of obligations under any of the Opinion Documents may be invalidated by reason offraud or illegality.