Ministry Partners Investment Company, LLC
915 W. Imperial Highway, Suite 120
Brea,  California    92009

(a) Articles of Organization – Conversion of Ministry Partners Investment Company, LLC,  dated December 31, 2008;

(b) Operating Agreement of Ministry Partners Investment Company, LLC, dated December 31, 2008;

(c) Minutes and Resolutions of the Board of Managers of Ministry Partners Investment Company, LLC,  approving the filing of the Offering Documents;

(d) Class 1A Notes Trust Indenture, dated December 20, 2017, entered into by and between Ministry Partners Investment Company, LLC and U.S. Bank as Trustee; and

(e) Ministry Partners Investment Company, LLC Pre-Effective Amendment No. 3 to Form S-1 Registration Statement dated February 7, 2018.

(a) All signatures on the Offering Documents are genuine.  Each person executing any instrument, document, or agreement, whether individually or on behalf of an entity is duly authorized and legally competent to do so.

(b) All items submitted to us as originals are authentic, and all copies certified by a governmental custodian or a party to the Offering Documents conform to the authentic original document.

(c) No articles of dissolution or other filings or agreements with respect to the existence, organization, or operation of the Company have been filed with the California Department of Business Oversight.

(d) All Offering Documents executed or to be executed and delivered by all parties have, in fact, been duly executed and delivered by such parties or their duly authorized representatives.

(e) No proceeding by or against the Company has been commenced in bankruptcy or for reorganization, liquidation, or the readjustment of debts under the U.S. Bankruptcy Code or any other law, whether state or federal nor has the Company made an assignment for the benefit of creditors, admitted in writing inability to pay its debts generally as they become due, or filed or had filed against it an order appointing a trustee or receiver of all or a substantial part of its property or assets.

1. Organization.  The Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of California.  

2. Authority.  The Company has the power and authority to execute, deliver and perform its obligations under the Offering Documents.  The execution, delivery of, and performance under the Offering Documents have been duly authorized by all necessary action on the part of the Company, and the Offering Documents have been duly executed and delivered by the Company.

3. Indenture.  The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company in accordance with its terms.

4. Notes.  The Notes have been duly authorized and, when duly executed, authenticated and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to, and paid for by, the purchasers in accordance with the terms of their respective Investor Agreements, will constitute legal, valid and binding

obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.

(a) The enforceability of the Notes and the obligations of the parties thereunder, and the availability of certain rights and remedial provisions provided for in the Notes, are subject to the effects of (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship and similar law and limitations imposed under judicial decisions, related to or affecting creditors’ rights and remedies generally, (ii) general equitable principles, regardless of whether the enforceability is considered in a proceeding of equity or at law and principles limiting the availability of the remedy of specific performance, (iii) concepts of good faith, fair dealing, materiality, and reasonableness, and (iv) the possible unenforceability under certain circumstances of provisions providing for indemnification or contribution that are contrary to public policy.

(b) We express no opinion herein with respect to the Offering Documents to the extent it purports to limit the right of any party to become a debtor under the United States Bankruptcy Code or any other insolvency laws.

(c) We express no opinion herein with respect to the validity, binding effect, or enforceability of any provisions of the Offering Documents: (i) purporting to permit the exercise, under certain circumstances, of rights or remedies without notice or without providing opportunity to cure failures to perform; (ii) purporting to specify applicable law; (iii) purporting to require a waiver of defenses, setoffs or counterclaims; or (iv) which relate to severability.

(d) We express no opinion herein in respect of any federal or state anti-trust, banking, tax, securities or “blue sky” laws.

BUSH ROSS, P.A



By: /s/ Randy K. Sterns

      Randy K. Sterns