Contract analysis

I. INTRODUCTION We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation ("SBF"), SkyLend Funding LLC, a Delaware single-member limited liability company (the "Depositor"), and SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Issuer" or the "Trust"), in connection with the issuance by the Trust of (a) $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (the "Class

II. DOCUMENTS REVIEWED In connection with the preparation of this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):

1. 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, paying agent, note registrar, and custodian. The corporate trust officer responsible for AFS in connection with the Indenture is David Moynihan, and AFS's principal corporate trust office is located at 2 Christiana Centre, Suite 1400, Wil

2. 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.

3. 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., an Ohio corporation (principal office: 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141), as sub-servicer.

4. Trust Agreement (dated February 14, 2024) (the "Trust Agreement"), between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association ("Keymark"), as owner trustee. The trust officer responsible for Keymark in connection with the Trust Agreement is Elaine Marchetti, and Keymark's principal office is located at 600 North King Street, Wilmington, Delaware 19801.

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

6. Certificate of Formation of SkyLend Funding LLC, filed with the Secretary of State of the State of Delaware on January 30, 2024 (EIN: 93-4187620).

7. Certificate of Trust of SkyLend Receivables Trust 2024-1, filed with the Secretary of State of the State of Delaware on February 14, 2024 (EIN: 93-4201855).

8. Preliminary Purchase Agreement (draft dated February 20, 2024) (the "PPA"), among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC, as initial purchaser. Halcyon Securities LLC's principal office is located at 200 Vesey Street, 42nd Floor, New York, New York 10281 (deal reference HLC-ABS-2024-017).

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

10. Amendment No. 1 to Master Servicing Agreement (executed March 18, 2024), between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc. (Servicing Account No. CLS-SBF-2022-0041; original Master Servicing Agreement dated October 1, 2022).

11. Secretary's Certificate and Board Resolutions of Skybridge Fintech Ltd., authorizing the securitization, the formation of the special-purpose vehicles, and the execution and delivery of the transaction documents by SBF and by officers or agents of SBF on behalf of the Depositor and the Trust.

12. Preliminary Offering Memorandum, dated April 5, 2024.

13. Schedule of Eligibility Criteria and Representations & Warranties (the "Eligibility Schedule"), setting forth the eligibility criteria applicable to the Receivables comprising the initial pool.

14. UCC Lien Search Results — the results of searches of Uniform Commercial Code financing statement filings conducted in the offices of (a) the Secretary of State of the State of Delaware (with respect to SBF, the Depositor, and the Trust, each as debtor) and (b) the Secretary of State of the State of Ohio (with respect to Clearview Loan Servicing, Inc., as debtor), in each case as of [●], 2024 (collectively, the "L

15. Certificates of Good Standing for each of SBF, the Depositor, and the Trust, issued by the Secretary of State of the State of Delaware, each dated [●], 2024.

16. Such other documents, records, certificates, instruments, and agreements as we have deemed necessary or appropriate for purposes of the opinions expressed herein. We have not independently verified any of the factual matters set forth in the documents and certificates referenced above and have relied upon the same for purposes of this Opinion.

III. DEFINITIONS Capitalized terms used but not otherwise defined in this Opinion have the meanings assigned to such terms in the Indenture. In addition, the following terms shall have the meanings set forth below for purposes of this Opinion: "Collateral" means all right, title, and interest of the Trust in and to the property and assets described in the Granting Clause of the Indenture, including: (a) the Receivabl

IV. ASSUMPTIONS The opinions expressed herein are subject to, and are based upon, each of the following assumptions, without independent investigation or verification on our part:

1. Genuineness of Signatures and Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the originals thereof. All signatures on documents we have examined are genuine. All natural persons who have executed documents reviewed by us had, at the time of execution, the legal capacity to do so. Each document reviewed

2. Capacity and Authority. Each party to the Opinion Documents (other than SBF, the Depositor, and the Trust, as to which we express the opinions set forth herein) has the requisite organizational power, authority, and legal right to execute, deliver, and perform its respective obligations under each of the Opinion Documents to which it is a party. All such Opinion Documents have been duly authorized, executed, and d

3. Value. AFS, as indenture trustee, has given "value" within the meaning of UCC §1-204 for the security interest granted under the Indenture. Such value consists of AFS's undertaking and commitment to hold, administer, and distribute the Collateral for the benefit of the Noteholders in connection with the issuance of the Notes and the application of the proceeds thereof as contemplated by the Indenture and the relat

4. No Prior Liens or Encumbrances. Other than as described in the Lien Search Results, no financing statements or other documents or instruments creating, evidencing, or perfecting a lien on, or security interest in, any of the Collateral have been filed or recorded in any filing office or public registry. No person or entity other than AFS has possession or control of any of the Collateral for the purpose of perfect

5. Accuracy of Representations and Warranties. The representations and warranties made by the parties in the Opinion Documents (including, without limitation, the eligibility criteria and the representations and warranties relating to the Receivables set forth in the Eligibility Schedule) are true and correct in all material respects as of the date hereof and as of the Closing Date (as defined in the Indenture).

6. True-Sale Characterization. The transfer of the Receivables from SBF to the Depositor pursuant to the RPA constitutes a "true sale" and absolute transfer of such Receivables, and does not constitute a mere pledge or secured financing. Similarly, the transfer of the Receivables from the Depositor to the Trust pursuant to the SSA constitutes a "true sale" and absolute transfer, and does not constitute a mere pledge

7. Bankruptcy Remoteness; Non-Consolidation. Neither the Depositor nor the Trust would be substantively consolidated with SBF in a proceeding under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.) (the "Bankruptcy Code"). This characterization is separately addressed in the Non-Consolidation Opinion being delivered by this firm concurrently herewith. Each of the Depositor and the Trust has been formed and

8. Good Standing. Each of SBF, the Depositor, and the Trust is validly existing and in good standing under the laws of the State of Delaware as of the date of this Opinion, as evidenced by the certificates of good standing referenced in Section II above.

9. Debtor's Name. The name of the Trust as it appears on the relevant UCC financing statements described herein and attached hereto as Exhibit A is identical to the exact legal name of the Trust as set forth on the public organic record of the Secretary of State of the State of Delaware (i.e., "SkyLend Receivables Trust 2024-1"), as required by UCC §9-503(a)(1).

10. Filing Office. All UCC financing statements described herein have been or will be filed in the appropriate filing office as determined under UCC §9-301 and §9-307. Because the Trust is a registered organization organized under the laws of the State of Delaware (specifically, a Delaware statutory trust formed pursuant to the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq.), the proper filing office is the

11. Classification of Receivables. The Receivables constitute either "accounts," "payment intangibles," or "general intangibles" (and not "instruments," "chattel paper," "deposit accounts," "letter-of-credit rights," or "investment property") under UCC Article 9 as in effect in the State of New York and the State of Delaware. To the extent any Receivable has been evidenced by a promissory note or other writing that c

12. No Federal Preemption. No federal law, rule, or regulation preempts, displaces, or otherwise renders inapplicable the provisions of UCC Article 9 to the creation, attachment, perfection, or priority of the security interests described in the Opinion Documents. Without limiting the generality of the foregoing, we have assumed that neither the National Bank Act, the Federal Deposit Insurance Act, nor any regulation

V. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section VI below, we are of the opinion that: Opinion 1 — Attachment of Security Interest (UCC §9-203) The Indenture creates a valid security interest in favor of AFS, as indenture trustee for the benefit of the Noteholders, in all right, title, and interest of SkyLend Receivables Trust 2024-1 i

VI. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: A. Governing-Law Limitation This Opinion is limited to the laws of the State of New York (as the governing law of the Indenture) and the Uniform Commercial Code as adopted and in effect in the State of New York (the "NY UCC") and the State of Delaware (the "DE UCC"). We express no opinion as t

VII. RELIANCE AND DELIVERY This Opinion is being delivered solely for the benefit of the addressees hereof — namely, SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc. (in its capacity as indenture trustee, paying agent, note registrar, and custodian), and Halcyon Securities LLC (in its capacity as initial purchaser) — in connection with the securitization transaction described herein. This Opinion m

VIII. SIGNATURE Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Theodore Langston Title: Partner (Capital Markets) By: ________ Name: Linda Osei Title: Partner (Litigation — General) Draft prepared by: Simone Laroche, Associate Reviewed by: Patrick Gallagher, Associate C&H Matter No. 1009-00005 EXHIBIT A Form of UCC-1 Financing Statement (Trust as Debtor — AFS as Secured Party) DEBTOR: SECURED PARTY: C