Contract analysis

1. Introduction We have acted as counsel to Ardent Capital Partners III LP, a Delaware limited partnership ("Buyer" or "Ardent Capital"), Ardent Apex Holdings Inc., a Delaware corporation ("Parent" or "Apex Holdings"), and Ardent Apex Merger Sub Inc., a Delaware corporation ("Merger Sub" and, together with Buyer and Parent, the "Buyer Parties"), in connection with the transactions contemplated by that certain Agreeme

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

1. The Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., including all exhibits, schedules, and disclosure schedules thereto (the "Merger Agreement");

2. The Certificate of Incorporation of Ardent Apex Holdings Inc., as filed with the Secretary of State of the State of Delaware on March 5, 2025, as amended and in effect on the date hereof (the "Parent Certificate of Incorporation");

3. The Bylaws of Ardent Apex Holdings Inc., as adopted on March 5, 2025, and as currently in effect on the date hereof (the "Parent Bylaws" and, together with the Parent Certificate of Incorporation, the "Parent Organizational Documents");

4. The Certificate of Incorporation of Ardent Apex Merger Sub Inc., as filed with the Secretary of State of the State of Delaware on March 7, 2025, as amended and in effect on the date hereof (the "Merger Sub Certificate of Incorporation");

5. The Bylaws of Ardent Apex Merger Sub Inc., as adopted on March 7, 2025, and as currently in effect on the date hereof (the "Merger Sub Bylaws" and, together with the Merger Sub Certificate of Incorporation, the "Merger Sub Organizational Documents");

6. The Written Consent of the Board of Directors of Ardent Apex Holdings Inc., dated March 22, 2025, approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement (the "Parent Board Consent");

7. The Written Consent of the Board of Directors of Ardent Apex Merger Sub Inc., dated March 22, 2025, approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement (the "Merger Sub Board Consent");

8. The Written Consent of Ardent Apex Holdings Inc., as the sole stockholder of Ardent Apex Merger Sub Inc., dated March 23, 2025, approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, in accordance with Sections 228 and 251 of the DGCL (the "Sole Stockholder Consent");

9. The Certificate of Merger, in substantially the form attached as an exhibit to the Merger Agreement, to be filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL (the "Certificate of Merger");

10. The Equity Commitment Letter, dated as of March 24, 2025, from Ardent Capital Partners III LP to Ardent Apex Holdings Inc., pursuant to which Ardent Capital committed to make or cause to be made equity contributions to Parent in an aggregate amount of $695,980,000 (the "Equity Commitment Letter");

11. The Certificate of Good Standing for Ardent Apex Holdings Inc., issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the Closing Date;

12. The Certificate of Good Standing for Ardent Apex Merger Sub Inc., issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the Closing Date;

13. The Commitment Letter from Stonebridge Credit Partners LLC, dated March 8, 2025 (Reference No. SC-2025-0312-AC), relating to the $1,400,000,000 Senior Secured Credit Facility (the "Commitment Letter"), which we have reviewed solely for purposes of the no-conflict opinion set forth in Section 4.9 below;

14. The Escrow Agreement, dated as of the date hereof, by and among Ardent Apex Holdings Inc., the Stockholder Representatives, and Continental Fiduciary Trust Company, as escrow agent (Escrow Account Reference No. CFT-ESC-2025-7894) (the "Escrow Agreement");

15. The Paying Agent Agreement, dated as of the date hereof, by and among Ardent Apex Holdings Inc., the Company, and Atlas Shareholder Services Inc., as paying agent (the "Paying Agent Agreement");

16. The Officer's Certificate of each of Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc., dated as of the Closing Date, delivered at the Closing pursuant to the Merger Agreement;

17. The Secretary's Certificate of Ardent Apex Merger Sub Inc., dated as of the Closing Date, delivered at the Closing pursuant to the Merger Agreement; and

18. Such other documents, records, certificates, instruments, and agreements as we have deemed necessary or appropriate as a basis for the opinions expressed herein. The Merger Agreement, the Escrow Agreement, the Paying Agent Agreement, the Certificate of Merger, the Equity Commitment Letter, and each other agreement executed and delivered in connection with the Merger are referred to herein collectively as the "Tra

3. Assumptions In rendering the opinions set forth herein, we have, with your permission and without independent investigation or verification, assumed the following: (a) The authenticity and completeness of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise), and the authenticity of the origi

4. Opinions Based upon and subject to the foregoing, and subject to the qualifications, limitations, exceptions, and assumptions set forth herein, we are of the opinion that: 4.1 Due Organization, Valid Existence, and Good Standing — Ardent Apex Holdings Inc. Ardent Apex Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Parent was incorporat

5. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications, limitations, and exceptions: 5.1 Enforceability Exceptions The opinion set forth in Section 4.6 above regarding the enforceability of the Merger Agreement is subject to and limited by: (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, p

6. Reliance and Benefit This Opinion is rendered to, and is for the sole benefit of, the addressees listed in the heading of this letter (collectively, the "Addressees") and may not be relied upon by any other person or entity for any purpose without our prior written consent. Notwithstanding the foregoing, we hereby consent to reliance on this Opinion by Caldwell, Raines & Sheppard LLP (Attention: Patricia Okonkwo)

7. Conclusion We are members of the Bar of the State of New York and we do not hold ourselves out as being experts on the laws of any jurisdiction other than the laws of the State of New York, the laws of the State of Delaware (including the DGCL), and the federal laws of the United States of America. The opinions expressed herein are limited to the matters stated herein, and no opinion is to be implied or may be inf