Contract analysis

I. Introduction and Role We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation (the "Company"), in connection with the following: (a) the Note Purchase Agreement, dated as of January 15, 2024, by and among the Company and the Purchasers (the "NPA"); (b) the convertible promissory notes issued by the Company to the Purchasers pursuant to the NPA in the aggregate principal amount of $60,000,000, be

II. Documents Reviewed In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Reviewed Documents"): 1. the Amended and Restated Certificate of Incorporation of the Company, as currently in effect (Delaware File Number 6384291); 2. the Amended and Restated Bylaws of the Company; 3. the Unanim

10. Amendment No. 1 to the Amended and Restated Investors' Rights Agreement, dated January 15, 2024;

11. Amendment No. 1 to the Right of First Refusal and Co-Sale Agreement, dated January 15, 2024; 12. the Escrow Agreement, dated January 15, 2024, with Granite Trust Company, N.A. (Escrow Account No. 4401-7829-SBF); 13. the Kelvantis Lender Consent and Waiver Letter, dated January 12, 2024, delivered by Kelvantis Lending Corp. and referencing the Loan and Security Agreement dated August 15, 2022 between the Company a

III. Assumptions In rendering the opinions set forth below, we have assumed, without independent investigation or verification, the following: (a) the genuineness of all signatures on all documents examined by us; (b) the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic, electronic, or fa

IV. Opinions Based upon and subject to the foregoing and the qualifications set forth in Section V below, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

1. Due Organization, Valid Existence, and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own its properties and to conduct its business as it is currently being conducted. As to matters of good standing, we have relied exclusively on the Certificate of Good Standing issu

2. Corporate Power and Authority. The Company has the requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents, and to issue the Notes and the shares of capital stock issuable upon conversion thereof. The Company has taken all corporate action (including all necessary action of its Board of Directors and, to the extent required, its stockholders)

3. Due Authorization, Execution, and Delivery. Each of the Transaction Documents has been duly authorized, executed, and delivered by the Company.

4. Enforceability. Each Transaction Document constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject in each case to the qualifications set forth in Section V below (including, without limitation, the Bankruptcy Exception and the Equitable Principles Exception, each as defined therein).

5. Valid Issuance of the Notes. The Notes, when issued, sold, and delivered by the Company in accordance with the terms of the NPA against payment therefor in the amounts set forth opposite each Purchaser's name on the Schedule of Purchasers attached to the NPA, will be duly authorized and validly issued obligations of the Company. We confirm that the principal amounts of the Notes to be issued at Closing aggregate t

6. Shares Issuable Upon Conversion. The shares of capital stock of the Company issuable upon conversion of the Notes — whether at the 20% discount to the price per share paid by investors in the Company's next Qualified Financing (anticipated to be the Series D Preferred Stock financing), or at the price implied by the $750,000,000 pre-money valuation cap on a fully diluted basis (which price is approximately $15.46

7. No Conflicts. The execution, delivery, and performance by the Company of the Transaction Documents, and the issuance of the Notes, do not and will not: (a) violate or conflict with the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company; (b) violate any Delaware statute, rule, or regulation applicable to the Company (subject to the qualifications set forth in Section

8. Governmental Consents. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any Delaware or United States federal governmental authority is required on the part of the Company in connection with the Company's execution and delivery of the Transaction Documents or the issuance of the Notes, other than: (a) the filing of a Form D with the Securit

9. Securities Law Exemption. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 3 of the NPA (including, without limitation, the representations regarding accredited investor status and investment intent), the offer, sale, and issuance of the Notes by the Company to the Purchasers pursuant to the NPA are exempt from the registration requirements of Section 5 of the Secu

V. Qualifications and Limitations The opinions set forth in Section IV above are subject to the following qualifications and limitations: A. Bankruptcy Exception. Our opinions in Section IV are subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium, receivership, and similar laws of general application affecting the enforcement of creditors' rights ge

VI. Reliance and Use Limitations This opinion is furnished by us solely for the benefit of the Purchasers in connection with the Closing under the NPA and may not be relied upon by any other person for any purpose without our prior written consent. This opinion may not be quoted, referred to, or delivered to any other person (including, without limitation, any subsequent transferee of any Note or of any securities is