Contract analysis

1. Introduction and Engagement Context Calderwood & Harkness LLP ("we," "us," the "Firm," or "C&H") has acted as counsel to Skybridge Fintech Ltd. ("SBF"), a corporation organized and existing under the laws of the State of Delaware, SkyLend Funding LLC (the "Depositor"), a Delaware single-member limited liability company and wholly owned subsidiary of SBF, and SkyLend Receivables Trust 2024-1 (the "Trust" or the "Is

2. Documents Reviewed In connection with rendering the statements set forth in this letter, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents and materials:

1. The Preliminary Offering Memorandum dated April 5, 2024 (the "Preliminary Offering Memorandum" or the "Preliminary OM"), relating to the proposed offering by the Trust of the Class A Notes in an aggregate principal amount of $170,000,000 (with expected ratings of Aaa(sf) by Meridian Credit Ratings, Inc. ("Meridian") and AA+(sf) by Carrollton Ratings Group LLC ("Carrollton") and a target coupon range of 5.45% to 5.

2. The [draft] Final Offering Memorandum dated [●], 2024 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memorandum"), which was intended to supplement and supersede the Preliminary Offering Memorandum and to reflect, among other things, the final pricing terms, the final pool composition, and such other information as may have been determined at or prior to pric

3. The draft Indenture, dated as of March 4, 2024 (the "Indenture"), between the Trust, as issuer, and Atlantic Fiduciary Services, Inc. ("AFS"), a national banking association, as indenture trustee, paying agent, note registrar, and custodian, pursuant to which the Notes are to be issued and secured;

4. The Trust Agreement, dated as of February 14, 2024 (the "Trust Agreement"), between the Depositor, as depositor, and Keymark Trust Company, National Association ("Keymark"), as owner trustee, pursuant to which the Trust was formed as a Delaware statutory trust;

5. The draft Receivables Purchase Agreement, dated as of March 11, 2024 (the "Receivables Purchase Agreement"), between SBF, as seller and originator, and the Depositor, as purchaser, providing for the sale, transfer, and assignment of the receivables from SBF to the Depositor;

6. The draft Sale and Servicing Agreement, dated as of March 11, 2024 (the "Sale and Servicing Agreement"), among the Depositor, as seller, the Trust, as issuer, SBF, as servicer, and Clearview Loan Servicing, Inc. ("Clearview"), as sub-servicer, providing for, among other things, the sale of the receivables from the Depositor to the Trust, the servicing of the receivables by SBF and Clearview, and the allocation and

7. The draft Purchase Agreement (as defined in Section 1 above), among the Trust, SBF, the Depositor, and Halcyon;

8. The draft Administration Agreement (the "Administration Agreement"), between the Trust and SBF, as administrator, providing for the administration of the Trust by SBF;

9. The draft Account Control Agreement (the "Account Control Agreement"), among the Trust, AFS, as secured party, and Keymark (acting in its commercial banking capacity as depositary bank), providing for the establishment and control of the trust accounts maintained in connection with the transaction;

10. The Secretary's Certificate and resolutions of the Board of Directors of SBF, certified by the Secretary of SBF, authorizing the execution, delivery, and performance by SBF of the Transaction Documents and the consummation of the transactions contemplated thereby;

11. The Certificate of Formation and Limited Liability Company Agreement of SkyLend Funding LLC (formed January 30, 2024, with the Secretary of State of the State of Delaware; Employer Identification Number: 93-4187620), as in effect on the date hereof;

12. The Certificate of Trust of SkyLend Receivables Trust 2024-1 (formed February 14, 2024, with the Secretary of State of the State of Delaware; Employer Identification Number: 93-4201855), as filed with the Secretary of State of the State of Delaware;

13. Amendment No. 1 to the Master Servicing Agreement, dated as of March 18, 2024 (the "MSA Amendment"), between SBF and Clearview, amending the Master Servicing Agreement originally dated as of October 1, 2022 (Clearview Servicing Account No. CLS-SBF-2022-0041), to provide for, among other things, the servicing of the receivables included in the Trust and the delivery of servicer reports to the indenture trustee;

14. The draft Officer's Certificate of SBF, to be delivered at closing, certifying as to, among other things, the accuracy of the representations and warranties of SBF set forth in the Transaction Documents and the satisfaction of the conditions to closing;

15. The rating-agency presentations dated April 8, 2024, delivered to Meridian (lead analyst: Gregory Fontaine) and Carrollton (lead analyst: Teresa Kobayashi), including the legal and structural overview, cash-flow modeling assumptions, and pool stratification tables contained therein; and

16. Such other documents, certificates, corporate records, and instruments as we have deemed necessary or appropriate for purposes of rendering the statements contained herein. The documents and materials described in clauses (1) through (16) above are collectively referred to herein as the "Transaction Documents." In addition, we have reviewed such matters of law as we have considered relevant to the opinions and st

3. Role and Participation In connection with the preparation and review of the Offering Memorandum, we have, among other things: (a) participated in the drafting and review of the Preliminary Offering Memorandum, including the preparation of the sections thereof relating to the terms of the Notes, the structure of the Trust, the description of the Transaction Documents, the risk factors, certain legal and regulatory

4. Limitations and Qualifications The statements set forth in this letter are subject to the following limitations, qualifications, and assumptions: (a) Not a Guarantee. This letter is not, and shall not be construed as, a guarantee or warranty that the Offering Memorandum is accurate, complete, or not misleading. This letter does not constitute an opinion of law or a legal opinion within the meaning of applicable pr

5. Negative Assurance Statement Based on and subject to the foregoing and the limitations, qualifications, assumptions, and exclusions set forth in this letter, and having regard to the nature and extent of the Firm's participation in the preparation of the Offering Memorandum as described in Section 3 above, we advise you that nothing has come to our attention that causes us to believe that: (a) the Preliminary Offe

6. Reliance and Benefit This letter is furnished solely for the benefit of Halcyon Securities LLC, in its capacity as Initial Purchaser of the Notes in connection with the Offering, and is not intended to, and may not, be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, this letter may not be relied upo

7. Governing Law This letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules or principles that would require the application of the laws of any other jurisdiction. [Remainder of page intentionally left blank — signature page follows] We remain available to discuss any aspect of this letter