Contract analysis

I. DEFINED TERMS AND TRANSACTION DOCUMENTS 1.1 Defined Terms Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the MRA (as defined below). As used in this opinion letter, the following terms shall have the meanings set forth below: "Opinion Parties" means Skybridge Fintech Ltd. and SBF Warehouse I LLC, collectively. "Addressees" means Pinnacle Atlanti

1. Master Repurchase Agreement dated as of February 28, 2026 (the "MRA"), among SBF Warehouse I LLC, as Seller, Pinnacle Atlantic Bank, N.A., as Administrative Agent and Committed Buyer (with a commitment of $30,000,000), and Ridgeline Capital Markets LLC, as Participating Buyer (with a commitment of $10,000,000), including all annexes, exhibits, and schedules thereto;

2. Performance Guaranty dated as of February 28, 2026 (the "Guaranty"), by Skybridge Fintech Ltd. in favor of Pinnacle Atlantic Bank, N.A., in its capacity as Administrative Agent for the benefit of the Buyers, including all annexes, exhibits, and schedules thereto;

3. Sale and Contribution Agreement dated as of February 28, 2026 (the "Sale Agreement"), between Skybridge Fintech Ltd., as Originator, and SBF Warehouse I LLC, as Purchaser, including all annexes, exhibits, and schedules thereto;

4. Custodial Agreement dated as of February 14, 2026 (the "Custodial Agreement"), among SBF Warehouse I LLC, Pinnacle Atlantic Bank, N.A., and Ironclad Trust Company, as Custodian, including all annexes, exhibits, and schedules thereto;

5. Servicing Agreement dated as of February 28, 2026 (the "Servicing Agreement"), among the parties thereto, appointing Skybridge Fintech Ltd. as Servicer, including all annexes, exhibits, and schedules thereto;

6. Fee Letter dated as of February 28, 2026 (the "Fee Letter"), among SBF Warehouse I LLC, Skybridge Fintech Ltd., and Pinnacle Atlantic Bank, N.A., including all annexes and schedules thereto; and

7. Eligibility Criteria and Concentration Limits Schedule incorporated by reference into the MRA, as agreed among the parties on February 7, 2026.

II. DOCUMENTS EXAMINED AND DILIGENCE In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, certificates, records, and instruments: (a) A certified copy of the Certificate of Incorporation of Skybridge Fintech Ltd. as filed with the Secretary of State of the State of Delaware, Delaware Entity File No. 7384921

III. ASSUMPTIONS The opinions expressed herein are based upon, and are subject to, the following assumptions, each of which we have made without independent investigation or verification:

1. The genuineness of all signatures on documents and instruments examined by us (other than the signatures of the Opinion Parties on the Transaction Documents, as to which we have made independent inquiry regarding incumbency and authorization);

2. The authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, photostatic, electronic, or otherwise;

3. The legal capacity of all natural persons who executed any document or instrument reviewed by us in connection with the rendering of the opinions set forth herein;

4. The due organization, valid existence, and good standing of each of the Addressees and each other party to the Transaction Documents (other than the Opinion Parties) under the laws of their respective jurisdictions of organization;

5. The due authorization, execution, and delivery of each of the Transaction Documents by each of the Addressees and each other party thereto (other than the Opinion Parties), including that all necessary corporate, limited liability company, partnership, or other organizational action has been taken by each such party to authorize the execution, delivery, and performance of the Transaction Documents;

6. That each of the Addressees has the requisite power and authority under its organizational documents and applicable law to enter into, deliver, and perform its obligations under the Transaction Documents to which it is a party;

7. That each of the Transaction Documents constitutes the legal, valid, and binding obligation of each party thereto (other than the Opinion Parties), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles;

8. The accuracy and completeness of the representations and warranties of the Opinion Parties set forth in the Transaction Documents and in the Officer's Closing Certificate delivered by Rajan Sundaram on the date hereof, including without limitation all representations regarding the Opinion Parties' financial condition, compliance with applicable laws, and the accuracy and completeness of information furnished by th

9. That the choice of New York law as the governing law of the Transaction Documents is a valid and effective choice under applicable principles of conflicts of law, including Section 5-1401 of the New York General Obligations Law, and that a New York court or a federal court sitting in New York would honor such choice of law provisions;

10. That the consideration given under the Sale Agreement and the MRA, including the Purchase Price paid by SBF Warehouse I LLC to Skybridge for each Eligible Receivable and the Purchase Price paid by the Buyers for each Purchased Receivable, constitutes reasonably equivalent value and fair consideration for purposes of applicable fraudulent transfer and fraudulent conveyance statutes;

11. That Ironclad Trust Company will perform its obligations as Custodian in accordance with the terms and conditions of the Custodial Agreement, including its obligations relating to the safekeeping and maintenance of receivable files and electronic records; and

12. That the receivable files and electronic records delivered to the Custodian and maintained by the Seller and the Servicer are accurate, complete, and properly authenticated in accordance with applicable law and the requirements of the Transaction Documents.

IV. OPINIONS Based upon and subject to the foregoing, and subject further to the Enforceability Qualifications set forth in Section V and the qualifications, limitations, and exclusions set forth in Section VI, we are of the opinion that: Opinion 4.1 — Due Organization and Good Standing (a) Skybridge Fintech Ltd. is a corporation duly organized, validly existing, and in good standing under the laws of the State of De

V. ENFORCEABILITY QUALIFICATIONS The enforceability opinions set forth in Section IV above are subject to, and limited by, the following qualifications (collectively, the "Enforceability Qualifications"):

1. The effect of applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, liquidation, fraudulent transfer, fraudulent conveyance, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights and remedies generally, including without limitation the Bankruptcy Code, the Federal Deposit Insurance Act, and stat

2. The effect of general principles of equity (regardless of whether the enforceability of any particular provision is considered in a proceeding in equity or at law), including without limitation concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the availability or unavailability of specific performance, injunctive relief, or other equitable remedies;

3. The possible unenforceability of contractual provisions that purport to waive, release, vary, disclaim, or limit (i) rights, defenses, counterclaims, or remedies of the obligor that may not be waived, released, varied, disclaimed, or limited as a matter of applicable law, or (ii) the obligations of the secured party or buyer to act in a commercially reasonable manner in exercising its rights and remedies;

4. The possible unenforceability of provisions in the Transaction Documents relating to indemnification, contribution, exculpation, or hold-harmless obligations to the extent that enforcement thereof may be limited by, or contrary to, federal or state securities laws, public policy, or other applicable law;

5. The possible unenforceability of provisions imposing penalties, liquidated damages, forfeitures, late charges, default rates of interest, or acceleration premiums to the extent that a court of competent jurisdiction determines that such provisions constitute unenforceable penalty or forfeiture provisions or are otherwise unreasonable under the circumstances;

6. The effect of applicable court rules, procedural statutes, and requirements on the exercise of remedies, including without limitation statutes of limitation, statutes of repose, laches, waiver, and estoppel; and

7. The effect of Section 1-309 of the Uniform Commercial Code (or any successor provision thereto) regarding the obligation of good faith in the acceleration of obligations and the exercise of contractual discretion, and the general duty of good faith and fair dealing implied in every contract under applicable law.

VI. QUALIFICATIONS, LIMITATIONS, AND EXCLUSIONS The opinions expressed herein are subject to the following additional qualifications, limitations, and exclusions: Governing Law. The opinions expressed herein are limited in all respects to: (i) the laws of the State of New York (excluding choice-of-law principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law); (ii) the Delaware General

VII. RELIANCE AND OTHER MATTERS This opinion letter is delivered solely for the benefit of the Addressees — namely, Pinnacle Atlantic Bank, N.A. and Ridgeline Capital Markets LLC — and their respective successors and permitted assigns under the MRA, and solely in connection with the transactions contemplated by the Transaction Documents. No other person or entity shall be entitled to rely upon this opinion letter, an