AEI Fund Management XXI, Inc.
1300 Minnesota World Trade Center
30 East Seventh Street
St. Paul, Minnesota 55101
Re: AEI Income & Growth Fund 24 LLC
Gentlemen:
Reference is made to the Registration Statement on Form SB-2
being filed by you with the Securities and Exchange Commission on
or about the date hereof (the "Registration Statement") relating
to the offer and sale of up to 24,000 units of limited liability
company interest (the "Units") in AEI Income & Growth Fund 24 LLC
(the "Company"). AEI Fund Management XXI, Inc., a Minnesota
corporation, and Robert P. Johnson will be the managing members
of the Company, and purchasers of the Units will be the limited
members thereof.
We are familiar with and have examined the Registration
Statement, the form of Operating Agreement of the Company
included in the Registration Statement and Exhibit A to the
prospectus that forms a part thereof, and such other records and
documents, and have satisfied ourselves as to such matters of
fact, as we consider relevant for the purposes of this opinion.
Based thereon, we are of the opinion that:
(a) The Company is a validly existing limited liability
company under the laws of the State of Delaware.
(b) Assuming that the Units are issued and sold in
compliance with all applicable state and federal securities laws
(as to which matters we express no opinion), when the Units have
been issued and sold upon the terms and in the manner set forth
in the Registration Statement, they will be, insofar as the laws
of the State of Delaware are concerned, validly issued.
(c) Under the terms of the Operating Agreement of the
Company, in the form in which is appears in the Registration
Statement, and the provisions of the Limited Liability Company
Act as it is presently in effect in the State of Delaware, the
Units, when so issued by the Company, will be fully paid and
nonassessable except to the extent that a limited member of such
Company may have liability in the future to the Company or its
creditors for (i) the amount of cash, property or services that
such limited member has promised in writing to contribute to the
capital of the Company but has not so contributed, (ii) the
amount of any distribution to any such limited member by the
Company when, after giving effect to such distribution, the
liabilities of the Company, other than liabilities to members as
a result of their contributions and other than nonrecourse
liabilities, exceed the fair value of the assets of the Company,
other than such portion of the assets securing nonrecourse
indebtedness equal to the amount of such indebtedness (an "Asset
Deficiency")if the limited member new of the Asset Deficiency at
the time of such distribution.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
this firm in the Registration Statement.
Dated: December ,2000
Very truly yours,
DORSEY & WHITNEY LLP
