Contract analysis

I. Introduction and Role of Counsel Calderwood & Harkness LLP ("we," "us," or "C&H") has acted as counsel to Skybridge Fintech Ltd., a Delaware corporation ("SBF" or the "Originator"), SkyLend Funding LLC, a Delaware limited liability company (the "Depositor"), and SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust" or the "Issuer," and together with SBF and the Depositor, our "Clients"), in con

II. Documents Examined In connection with this opinion, we have examined the following documents, instruments, certificates, and records (collectively, the "Reviewed Documents"): A. Organizational and Formation Documents

1. Certificate of Formation of SkyLend Funding LLC, as filed with the Secretary of State of the State of Delaware on January 30, 2024 (Filing No. 7914826); Employer Identification Number 93-4187620.

2. Limited Liability Company Agreement of SkyLend Funding LLC, dated as of January 30, 2024 (the "LLC Agreement"), between Skybridge Fintech Ltd., as sole member, and Danielle Prescott, as Manager.

3. Certificate of Trust of SkyLend Receivables Trust 2024-1, as filed with the Secretary of State of the State of Delaware on February 14, 2024 (Filing No. 7928153); Employer Identification Number 93-4201855.

4. Trust Agreement, dated as of February 14, 2024 (the "Trust Agreement"), between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association, a national banking association organized under the laws of the United States ("Keymark"), as owner trustee (in such capacity, the "Owner Trustee").

5. Secretary's Certificate and Board Resolutions of Skybridge Fintech Ltd., dated [__], 2024, certifying the authorization of the securitization transaction, the formation of the Depositor and the Trust as special-purpose vehicles, and the execution and delivery of the transaction documents by the authorized signatories of SBF, namely: Arun Mehta (Chief Executive Officer), Danielle Prescott (Chief Financial Officer),

6. Indenture (draft dated March 4, 2024) (the "Indenture"), between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc. ("AFS"), as indenture trustee.

7. Receivables Purchase Agreement (draft dated March 11, 2024) (the "RPA"), between Skybridge Fintech Ltd., as seller and originator, and SkyLend Funding LLC, as purchaser and depositor.

8. Sale and Servicing Agreement (draft dated March 11, 2024) (the "SSA"), among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as servicer, and Clearview Loan Servicing, Inc., as sub-servicer.

9. Administration Agreement (draft dated March 11, 2024) (the "Administration Agreement"), between SkyLend Receivables Trust 2024-1, as issuer, and Skybridge Fintech Ltd., as administrator.

10. Account Control Agreement (draft dated March 11, 2024) (the "Account Control Agreement"), among SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc., as indenture trustee and secured party, and Keymark Trust Company, N.A., as collection-account bank.

11. Preliminary Purchase Agreement (draft dated [__], 2024) (the "Purchase Agreement"), among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC, as initial purchaser.

12. Preliminary Offering Memorandum, dated April 5, 2024 (the "Offering Memorandum"), prepared in connection with the offering and sale of the Notes. C. Other Documents

13. Certificates of Good Standing for SkyLend Funding LLC, issued by the Secretary of State of the State of Delaware, dated [__], 2024.

14. Certificate of Good Standing for SkyLend Receivables Trust 2024-1, issued by the Secretary of State of the State of Delaware, dated [__], 2024.

15. UCC-1 Financing Statements to be filed with the Secretary of State of the State of Delaware and in such other jurisdictions as are necessary in connection with the perfection of the security interests granted under the transaction documents.

16. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion, including officer's certificates of SBF and the Depositor with respect to factual matters and compliance with separateness covenants. The documents described in items 6 through 11 above, together with the Trust Agreement, the LLC Agreement, and the Account Control Agreeme

III. Assumptions In rendering this opinion, we have assumed, with your permission and without independent investigation or verification, the following:

1. All documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the originals thereof. All signatures on documents examined by us are genuine, and all persons executing such documents had legal capacity to do so.

2. Each party to the Transaction Documents other than SBF, the Depositor, and the Trust (including the Indenture Trustee, the Owner Trustee, the Initial Purchaser, the sub-servicer, and the collection-account bank) has the requisite organizational existence, power, and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.

3. The Transaction Documents will be executed and delivered in substantially the form in which we have reviewed them, and the transactions contemplated thereby will be consummated in accordance with their terms, without waiver of any material condition or modification of any material provision.

4. In the hypothetical bankruptcy proceeding analyzed herein, SBF will be the debtor, and the case will be commenced under the Bankruptcy Code and adjudicated by a federal bankruptcy court sitting in the District of Delaware.

5. No fraud, intentional misconduct, or bad faith has been or will be committed by any party in connection with the transactions contemplated by the Transaction Documents, and all parties have acted and will continue to act in good faith.

6. Based upon information provided to us by SBF, as of December 31, 2023: (a) SBF's total assets were approximately $1,020,000,000, including gross receivables of approximately $876,500,000 and net receivables (after allowance for credit losses) of approximately $841,400,000; (b) SBF's fiscal year 2023 revenue was approximately $187,300,000; (c) SBF originated approximately $1.4 billion in consumer installment loans

7. SBF is controlled by Pinnacle Growth Equity Partners, LP ("Pinnacle"), which holds 62.4% of SBF's fully diluted equity. Pinnacle invested $95,000,000 in SBF in connection with a Series C equity financing round completed in 2021.

8. The initial receivables pool to be conveyed to the Trust will consist of approximately 23,100 consumer installment loans with an aggregate outstanding principal balance of approximately $200,000,000, selected from SBF's portfolio of consumer loans originated through the SkyLend platform.

9. All relevant filings and registrations, including UCC financing statements, will be made in a timely and proper manner, and all such filings will be effective and will remain effective throughout the term of the transaction.

10. Each of SBF, the Depositor, and the Trust will at all times comply with the separateness covenants and related provisions contained in the LLC Agreement, the Trust Agreement, and the other Transaction Documents.

IV. Summary of Relevant Structural Features We set forth below a summary of the structural features of the Depositor and the Trust that are relevant to our analysis. This summary is based upon our review of the Transaction Documents and is not intended to be exhaustive of all terms and conditions thereof. A. SkyLend Funding LLC (Depositor) The Depositor is a single-member Delaware limited liability company. Its sole

V. Separateness Covenants and Bankruptcy-Remoteness Provisions The Transaction Documents contain extensive separateness covenants and bankruptcy-remoteness provisions designed to ensure that the Depositor and the Trust maintain their separate legal identities and that the assets held by each entity are not subject to the claims of SBF's creditors. We summarize these covenants and provisions below. A. Separateness Cov

1. Separate Existence. The Depositor shall maintain its existence as a limited liability company separate and distinct from SBF and all affiliates of SBF. The Depositor shall take all actions necessary to preserve its separate legal identity, and neither SBF nor any affiliate of SBF shall take any action that would cause the Depositor's separate legal existence to be disregarded or that would cause the Depositor's as

2. Separate Books and Records. The Depositor shall maintain its own books, records, and bank accounts separate from those of SBF and any affiliate of SBF. The Depositor's records shall accurately reflect the Depositor's assets, liabilities, and transactions as distinct from those of SBF.

3. Separate Financial Statements. The Depositor's assets and liabilities shall not be listed on SBF's balance sheet as assets and liabilities of SBF. Although SBF may present consolidated financial statements in accordance with generally accepted accounting principles, such consolidated financial statements shall contain appropriate footnote disclosure clearly noting that the assets of the Depositor are not available

4. No Commingling of Funds. The Depositor shall not commingle its funds or other assets with those of SBF or any other person. All cash receipts, disbursements, and other funds of the Depositor shall be maintained in bank accounts in the name of the Depositor and shall not be deposited in, or withdrawn from, any bank account of SBF or any affiliate of SBF.

5. Arm's-Length Transactions. All transactions between the Depositor and SBF or any affiliate of SBF shall be conducted on arm's-length terms, properly documented, and at fair value. Without limiting the generality of the foregoing, the purchase price paid by the Depositor to SBF for the receivables under the RPA shall reflect the reasonably equivalent value of such receivables as determined in accordance with the RP

6. Own Name. The Depositor shall conduct business in its own name and shall not conduct business in the name of SBF or any other person. The Depositor shall use its own stationery, business cards, invoices, and other business forms, and shall hold itself out to the public and to all third parties as a separate entity from SBF and its affiliates.

7. Separate Office Space. Although the Depositor may share office space with SBF at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, the Depositor shall bear its allocable share of overhead expenses associated with such shared space and shall identify its office space separately from that of SBF through appropriate signage, mail handling, or other means. Any allocation of shared overhead shall be on terms

8. No Guarantees. The Depositor shall not guarantee, assume, or become obligated for the debts, obligations, or liabilities of SBF or any other entity, and SBF shall not guarantee, assume, or become obligated for the debts, obligations, or liabilities of the Depositor, except as expressly provided in the Transaction Documents. For the avoidance of doubt, SBF's limited repurchase obligations under the RPA with respect

9. Adequate Capitalization. The Depositor shall maintain capital sufficient and adequate for the conduct of its business activities and the satisfaction of its anticipated obligations. The Depositor shall not make any distribution to its sole member if, after giving effect to such distribution, the Depositor would be unable to pay its debts as they become due in the ordinary course.

10. Observance of Formalities. The Depositor shall observe all organizational formalities required by the Delaware LLC Act and the LLC Agreement, including the maintenance of proper records of all actions taken by its member or manager, the preparation and maintenance of minutes or written consents reflecting material decisions, and the conduct of its affairs in a manner consistent with its status as a separate legal

11. Independent Director/Manager. The LLC Agreement provides that, in addition to the Manager, the Depositor shall have at least one independent manager (the "Independent Manager") whose affirmative consent is required before the Depositor may (a) file a voluntary petition in bankruptcy, (b) consent to the institution of involuntary bankruptcy proceedings against it, (c) dissolve, liquidate, or wind up its affairs, (

12. Limited Purpose. The Depositor's activities are strictly restricted to (a) acquiring receivables from SBF pursuant to the RPA, (b) transferring such receivables to the Trust pursuant to the SSA, (c) performing its obligations under the Transaction Documents, and (d) engaging in activities that are necessary, suitable, or convenient to accomplish the foregoing. The Depositor may not engage in any business activity

13. No Employees. The Depositor shall have no employees of its own. To the extent the Depositor requires the services of personnel, such personnel shall be provided by SBF or its affiliates pursuant to appropriate secondment, services, or agency arrangements documented on arm's-length terms, and the costs of such services shall be allocated to the Depositor on a commercially reasonable basis. B. Separateness Covenant

1. Separate Existence. The Trust shall maintain its existence as a Delaware statutory trust separate and distinct from SBF, the Depositor, and any affiliate of SBF or the Depositor. The Trust shall take all actions necessary to preserve its separate legal identity as a Delaware statutory trust.

2. Limited Purpose. The Trust's sole activity shall be to (a) acquire, hold, administer, and finance consumer installment loan receivables, (b) issue the Notes, (c) make payments on the Notes and distributions on the certificates in accordance with the Indenture and the Trust Agreement, and (d) engage in activities that are necessary, suitable, or convenient to accomplish the foregoing. The Trust shall not engage in

3. Independent Owner Trustee. Keymark Trust Company, N.A. serves as Owner Trustee and is an entity entirely independent of SBF and the Depositor. Keymark is a national banking association organized under the laws of the United States, with its principal office located at 600 North King Street, Wilmington, Delaware 19801. Keymark has no ownership, management, or affiliate relationship with SBF, the Depositor, or any a

4. Separate Books, Records, and Accounts. The Trust shall maintain separate books, records, and bank accounts from those of SBF, the Depositor, and any affiliate of SBF or the Depositor. The Trust's collection account and reserve account are maintained at Keymark Trust Company, N.A. (in its capacity as collection-account bank) and are subject to the Account Control Agreement, pursuant to which AFS, as Indenture Trust

5. No Commingling. The Trust's assets shall not be commingled with those of SBF, the Depositor, or any other person. All collections and other amounts received by the Trust shall be deposited directly into the Trust's collection account and shall not be deposited in, or transferred to, any account of SBF or the Depositor, except as provided in the payment waterfall established by the Indenture.

6. Own Name. The Trust shall operate in its own name and shall not conduct business in the name of SBF, the Depositor, or any other person. All correspondence, filings, reports, and other communications made by or on behalf of the Trust shall identify the Trust by its full legal name.

7. Arm's-Length Dealings. All dealings between the Trust, on the one hand, and SBF or the Depositor, on the other hand, shall be at arm's length and on commercially reasonable terms. The servicing fee payable to SBF (as servicer) under the SSA is set at 0.50% per annum of the outstanding principal balance of the receivables, which reflects a market-rate servicing fee for consumer installment loan receivables of the t

8. No Voluntary Petition. The Trust Agreement restricts the filing of any voluntary petition for relief under the Bankruptcy Code or any similar proceeding without the prior consent of the Owner Trustee and the holders of 100% of the aggregate outstanding principal amount of the Notes. This provision is designed to reduce the risk that SBF, the Depositor, or any other party affiliated with SBF could unilaterally caus

9. No Guarantees. The Trust shall not guarantee, assume, or become liable for the debts, obligations, or liabilities of SBF, the Depositor, or any other entity. The Trust's obligations are limited to payments on the Notes and the certificates in accordance with the Indenture and the Trust Agreement, and no other person has recourse to the Trust's assets except as provided in the Transaction Documents. C. Additional S

VI. Legal Analysis A. Standard for Substantive Consolidation Substantive consolidation is a judicially developed equitable doctrine under the Bankruptcy Code that permits a bankruptcy court, in appropriate circumstances, to disregard the separate legal identities of affiliated entities and treat their assets and liabilities as though they belonged to a single entity. The effect of substantive consolidation is to pool

1. Separateness of Identity. The Depositor was formed as a distinct legal entity under the Delaware Limited Liability Company Act, 6 Del. C. Ch. 18, with its own Certificate of Formation, its own Employer Identification Number (93-4187620), and its own organizational document (the LLC Agreement). The Depositor has a named manager (Danielle Prescott) and is subject to limited-purpose restrictions that confine its acti

2. No Commingling of Assets. The LLC Agreement expressly prohibits the commingling of the Depositor's funds or assets with those of SBF or any other person. The Depositor is required to maintain its own bank accounts, and all cash receipts and disbursements of the Depositor are to flow through those accounts. The receivables transferred to the Depositor under the RPA are documented as having been acquired by the Depo

3. Arm's-Length Transactions. All transactions between the Depositor and SBF are conducted on arm's-length terms and are properly documented. The RPA provides for the purchase of receivables at fair market value, and the purchase price is determined by reference to the outstanding principal balance of the receivables, adjusted for accrued interest and an agreed-upon purchase-price percentage. The terms of the RPA are

4. No Guarantees or Cross-Obligations. The Depositor does not guarantee, assume, or become obligated for the debts of SBF, and SBF does not guarantee the debts of the Depositor, except as expressly provided in the Transaction Documents. SBF's limited repurchase obligation under the RPA — pursuant to which SBF is obligated to repurchase receivables that breach applicable representations and warranties — runs to the De

5. Adequate Capitalization. The LLC Agreement requires the Depositor to maintain capital adequate for the conduct of its business and the satisfaction of its anticipated obligations. The Depositor is a limited-purpose entity whose business activities are confined to the acquisition and transfer of receivables. The Transaction Documents are structured to ensure that the Depositor receives reasonably equivalent value f

6. Observation of Formalities. The LLC Agreement requires the Depositor to observe all organizational formalities, including the maintenance of records of actions taken by its member and manager, the preparation and retention of written consents, and the conduct of its affairs in a manner consistent with its status as a separate legal entity. The observance of formalities is one of the most frequently cited factors i