Contract analysis

1. Documents Examined — Loan Documents and Transaction Documents In connection with the preparation and delivery of this Opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of each of the following documents:

1. Credit Agreement: That certain Senior Secured Revolving Credit Agreement dated as of March 9, 2023 (the "Credit Agreement"), by and among the Borrower, Ridgeline National Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), as Collateral Agent (in such capacity, the "Collateral Agent"), and as sole initial Lender (the "Lender"), including all schedules and exhibits at

2. Security Agreement: That certain Security Agreement dated as of March 9, 2023 (the "Security Agreement"), made by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties (as defined therein), granting a first-priority security interest in substantially all of the assets of the Borrower, including, without limitation, accounts, chattel paper, commercial tort claims (to the extent specif

3. IP Security Agreement: That certain intellectual Property Security Agreement dated as of March 9, 2023 (the "IP Security Agreement"), made by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, covering the Borrower's right, title, and interest in and to all registered and applied-for patents, trademarks, service marks, and copyrights of the Borrower, together with the goodwill of

4. Perfection Certificate: That certain Perfection Certificate dated as of March 9, 2023 (the "Perfection Certificate"), duly executed by Catherine Lindgren, in her capacity as Chief Financial Officer of the Borrower, setting forth, among other things, the Borrower's exact legal name, jurisdiction of organization, organizational identification number, chief executive office, locations of collateral, and lists of depo

5. Officer's Certificate: That certain Officer's Certificate dated as of March 9, 2023 (the "Officer's Certificate"), duly executed by Marcus Delaney, in his capacity as General Counsel and Secretary of the Borrower, to which were attached, as exhibits thereto, (a) true and correct copies of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery, and performance of the Loan Docu

6. Borrowing Request Form: The Form of Borrowing Request attached as Exhibit A to the Credit Agreement.

7. Compliance Certificate Form: The Form of Compliance Certificate attached as Exhibit B to the Credit Agreement. Items 1 through 3 above are collectively referred to herein as the "Loan Documents." Items 1 through 7 above are collectively referred to herein as the "Transaction Documents."

2. Other Documents and Records Examined In addition to the Transaction Documents enumerated in Section 1 above, we have also examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, instruments, and certificates: (a) The Certificate of Incorporation of Lumos Analytics Inc., as filed with the Secretary of State of the State of Delaware (DE File Number 62

3. Assumptions In rendering the opinions expressed herein, we have, with your consent and without independent verification or investigation, assumed the following: 3.1 The genuineness of all signatures on all documents examined by us (other than the signatures of officers, directors, and authorized representatives of the Borrower). 3.2 The authenticity and completeness of all documents submitted to us as originals an

4. Opinions Based upon and subject to the foregoing, and subject to the enforceability exceptions set forth in Section 5 below and the limitations and qualifications set forth in Section 6 below, we are of the opinion that: 4.1 Due Organization and Good Standing Lumos Analytics Inc. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. T

5. Enforceability Exceptions The enforceability opinion set forth in Section 4.4 above is subject to and qualified by each of the following exceptions and limitations (collectively, the "Enforceability Exceptions"): 5.1 Bankruptcy, Insolvency, and Similar Laws. The enforceability of the Loan Documents may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer, f

6. Limitations and Qualifications 6.1 Scope of Legal Analysis The opinions expressed herein are limited in all respects to, and we express no opinion as to any matters arising under or governed by any laws other than, the following: (a) the General Corporation Law of the State of Delaware (Title 8, Delaware Code); (b) the laws of the State of California, including the California Uniform Commercial Code (California Co

7. Beneficiaries and Reliance This Opinion is furnished solely for the benefit of Ridgeline National Bank, National Association, in its capacities as Administrative Agent, Collateral Agent, and Lender under the Credit Agreement, and is rendered solely in connection with the transactions contemplated by the Loan Documents. This Opinion may not be relied upon by any other person or entity for any purpose whatsoever wit