Contract analysis

I. INTRODUCTION AND SCOPE 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 and single-member subsidiary of SBF (the "Depositor"), and SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust" or the "Issuer"), in connection with the issuance by t

II. DOCUMENTS REVIEWED In connection with rendering the opinions expressed herein, we have examined originals or copies of the following documents (collectively, the "Transaction Documents"): (a) Receivables Purchase Agreement dated as of [__], 2024 (the "RPA"), between Skybridge Fintech Ltd., as seller (the "Seller"), and SkyLend Funding LLC, as purchaser (the "Purchaser"), in the form of the draft dated March 11, 2

III. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your permission, assumed without independent investigation or verification the accuracy and completeness of the following: (a) All documents reviewed by us in connection with this Opinion are authentic, all signatures thereon are genuine, and all natural persons who have executed any such documents had the legal capacity to do so at the time o

IV. OPINIONS A. True-Sale Characterization Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, it is the opinion of Calderwood & Harkness LLP that the transfer of the Receivables from Skybridge Fintech Ltd. (as Seller) to SkyLend Funding LLC (as Purchaser) under the Receivables Purchase Agreement should be characterized as a "true sale" of such Receivables for pu

1. Intent of the Parties The intent of the parties to the transaction is a significant, and in many courts' analyses a threshold, factor in determining whether a transfer constitutes a true sale. Here, the expressed intent of SBF and SkyLend Funding LLC is unambiguously to effect an absolute and irrevocable sale of the Receivables, rather than a pledge of the Receivables as collateral for a loan. The RPA expressly ch

2. Transfer of Risks and Benefits of Ownership Courts analyzing true-sale questions consistently examine the extent to which the transferor has transferred the economic risks and benefits of ownership of the transferred assets to the transferee. In a true sale, the transferee bears the economic risk of non-performance of the transferred assets, including credit risk, and is entitled to the economic benefits of owners

3. Recourse. The extent to which a transferor retains recourse obligations with respect to transferred assets is a critical factor in the true-sale analysis. Where the transferor bears the full credit risk of the transferred assets through a broad recourse obligation or a guarantee of collections, courts are more likely to characterize the transfer as a secured financing rather than a true sale. Conversely, where rec

4. Purchase Price The adequacy and structure of the purchase price paid by the transferee for the transferred assets is another factor relevant to the true-sale analysis. Where the purchase price approximates the fair market value of the transferred assets, the transaction resembles a sale. Where the "purchase price" is in substance an advance of a fixed principal amount, with the transferred assets serving merely as

5. Dominion and Control Courts also consider the extent to which the transferor relinquishes dominion and control over the transferred assets following the transfer. In a true sale, the transferor divests itself of ownership and control; the transferee assumes the right to manage, hold, dispose of, or otherwise deal with the transferred assets. In a secured financing, by contrast, the debtor typically retains possess

6. UCC Filing / Precautionary Security Interest As described in Section II(k) above, UCC-1 financing statements will be filed as a precautionary measure against SBF (as debtor) in favor of SkyLend Funding LLC (as secured party), and against SkyLend Funding LLC (as debtor) in favor of the Trust (as secured party), with the Secretary of State of the State of Delaware. The filing of precautionary UCC-1 financing stateme

7. Separateness and Bankruptcy Remoteness of the Purchaser The organizational structure and bankruptcy-remoteness features of the Purchaser are relevant to the true-sale analysis because they affect the likelihood that the transferred assets would be treated as property of the Seller's bankruptcy estate in the event of the Seller's insolvency. If the Purchaser is a bona fide separate entity with its own distinct lega

V. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: (a) Jurisdictional Limitation. This Opinion is limited to the federal laws of the United States and the laws of the State of New York and the State of Delaware, in each case as currently in effect. We express no opinion as to the laws of any other jurisdiction, and we express no opinion regardi

VI. GOVERNING LAW This opinion letter is governed by and shall be construed in accordance with the laws of the State of New York, without regard to any conflict-of-laws principles that would result in the application of the laws of any other jurisdiction. [Remainder of this page intentionally left blank; signature page follows] Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Theodore Langston Title: Pa