Contract analysis

I. Documents Examined In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Loan Agreement (Bridge Loan Agreement dated as of August 16, 2024, between the Borrower and the Lender);

2. The Guaranty (Guaranty Agreement dated as of August 16, 2024, by AH Holdings and AH Platform in favor of the Lender);

3. The Security Agreement (Security Agreement dated as of August 16, 2024, by the Borrower and the Guarantors in favor of the Lender);

4. The Certificate of Incorporation of the Borrower (Arbor Health Technologies Inc.), as amended through the date hereof and currently in effect, and the Bylaws of the Borrower, as amended through the date hereof and currently in effect;

5. The Certificate of Formation of AH Holdings (Arbor Health Holdings LLC), as amended through the date hereof and currently in effect, and the Limited Liability Company Agreement of AH Holdings, as amended through the date hereof and currently in effect;

6. The Certificate of Incorporation of AH Platform (Arbor Health Platform Services Inc.), as amended through the date hereof and currently in effect, and the Bylaws of AH Platform, as amended through the date hereof and currently in effect;

7. Resolutions of the Board of Directors of the Borrower, adopted on August 2, 2024, authorizing the execution, delivery, and performance by the Borrower of the Loan Documents to which the Borrower is a party and the borrowing of Twenty-Five Million Dollars ($25,000,000) thereunder (the "Borrower Board Resolutions");

8. Resolutions of Arbor Health Technologies Inc., as the sole member of AH Holdings, adopted on August 2, 2024, authorizing the execution, delivery, and performance by AH Holdings of the Loan Documents to which AH Holdings is a party (the "AH Holdings Member Resolutions");

9. Resolutions of the Board of Directors of AH Platform, adopted on August 2, 2024, authorizing the execution, delivery, and performance by AH Platform of the Loan Documents to which AH Platform is a party (the "AH Platform Board Resolutions"; together with the Borrower Board Resolutions and the AH Holdings Member Resolutions, the "Authorizing Resolutions");

10. Good standing certificates for each Loan Party issued by the Secretary of State of the State of Delaware, each dated August 14, 2024, as follows: (a) Certificate of Good Standing for Arbor Health Technologies Inc. (Delaware File Number 7284619); (b) Certificate of Good Standing for Arbor Health Holdings LLC (Delaware File Number 7301482); and (c) Certificate of Good Standing for Arbor Health Platform Services Inc

11. Good standing certificate for the Borrower issued by the Secretary of the Commonwealth of Massachusetts, dated August 14, 2024;

12. Uniform Commercial Code lien search reports for each Loan Party from the office of the Secretary of State of the State of Delaware, each dated August 12, 2024, conducted by Meridian Filing Services Inc.;

13. The Secretary's Certificate of the Borrower dated August 16, 2024, executed by Gerald Fong, General Counsel & Corporate Secretary of the Borrower (the "Secretary's Certificate"), together with the exhibits attached thereto, including certified copies of the Certificate of Incorporation and Bylaws of the Borrower, the Borrower Board Resolutions, the good standing certificates described above, and the incumbency ce

14. The Officer's Closing Certificate dated August 16, 2024, executed by Evan Strickland, Chief Financial Officer of the Borrower (the "Officer's Closing Certificate"), certifying (among other things) the truth and correctness of the representations and warranties contained in the Loan Documents as of the Closing Date, the absence of any Default or Event of Default, the absence of any Material Adverse Effect, and com

15. The Perfection Certificate dated August 16, 2024, executed by Gerald Fong, General Counsel & Corporate Secretary of the Borrower (the "Perfection Certificate"), disclosing, among other things, the exact legal names, entity types, and jurisdictions of organization of each Loan Party, state file numbers, federal employer identification numbers, the location of each Loan Party's chief executive office, organizationa

16. Such other documents, records, certificates, instruments, and corporate proceedings as we have deemed necessary or appropriate to render the opinions expressed below.

II. Assumptions In rendering the opinions set forth herein, we have, with your permission, relied upon the following assumptions without independent investigation or verification of any kind: (a) The genuineness of all signatures other than the signatures of officers or authorized representatives of the Loan Parties; the authenticity of all documents submitted to us as originals; and the conformity to authentic origi

III. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section IV below, we are of the opinion that: Opinion 1: Organization and Good Standing (a) The Borrower (Arbor Health Technologies Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7284619). The Borrower is duly

IV. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: A. Enforceability Exceptions As used in Opinion 5 above, the term "Enforceability Exceptions" means, collectively: (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preference, and other similar laws of general applicab

V. Reliance and Other Matters A. Reliance Limitation This opinion letter is rendered solely for the benefit of Pinnacle Trust Bank, N.A., in its capacity as Lender under the Loan Agreement, and its successors and permitted assigns, in each case solely in connection with the transactions contemplated by the Loan Documents. This opinion letter may not be relied upon by any other Person for any purpose without the prior

1. Master Services Agreement, dated February 14, 2023, between Arbor Health Technologies Inc. and Northpoint Assurance, as amended by Amendment No. 1, dated October 5, 2023.

2. Enterprise Software License and Services Agreement, dated June 1, 2023, between Arbor Health Technologies Inc. and Ashford Life Insurance

3. Platform Services Agreement, dated September 22, 2023, between Arbor Health Platform Services Inc. and Intermountain Health, as amended by Amendment No. 1, dated March 15, 2024.

4. Data Analytics Services Agreement, dated November 8, 2023, between Arbor Health Technologies Inc. and Cobalt Ridge & Co..

5. Master Subscription Agreement, dated January 19, 2024, between Arbor Health Technologies Inc. and Cobalt Ridge Group. Acquisition Agreements

6. Asset Purchase Agreement, dated April 22, 2024, between Arbor Health Technologies Inc. (as Buyer) and MedBridge Analytics, LLC (as Seller), including all schedules, exhibits, and ancillary agreements thereto (the "MedBridge Purchase Agreement").

7. Stock Purchase Agreement, dated May 31, 2024, between Arbor Health Holdings LLC (as Buyer) and the shareholders of Cortland Health Data Corp. (as Sellers), including all schedules, exhibits, and ancillary agreements thereto (the "Cortland Purchase Agreement"). Lease Agreements

8. Office Lease, dated August 1, 2022, between Beacon Ridge Office Partners LP (as Landlord) and Arbor Health Technologies Inc. (as Tenant), for premises located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451.

9. Office Sublease, dated March 12, 2024, between 520 Broadway Holdings LLC (as Sublandlord) and Arbor Health Platform Services Inc. (as Subtenant), for premises located at 520 Broadway, 7th Floor, New York, New York 10012. Employment Agreements

10. Employment Agreement, dated March 1, 2021, between Arbor Health Technologies Inc. and Dr. Priya Narayan (Chief Executive Officer and President), as amended by Amendment No. 1, dated January 15, 2024.

11. Employment Agreement, dated July 15, 2022, between Arbor Health Technologies Inc. and Evan Strickland (Chief Financial Officer).

12. Employment Agreement, dated October 1, 2022, between Arbor Health Technologies Inc. and Gerald Fong (General Counsel & Corporate Secretary). intellectual Property License Agreements

13. Software License Agreement, dated May 5, 2023, between Drayton & Co. (as Licensor) and Arbor Health Technologies Inc. (as Licensee), for cloud infrastructure and database licensing.

14. Patent Cross-License Agreement, dated September 30, 2023, between Arbor Health Technologies Inc. and Veridian Health Systems, Inc.

15. Technology License and Development Agreement, dated April 22, 2024, between MedBridge Analytics, LLC (as Licensor) and Arbor Health Technologies Inc. (as Licensee), entered into concurrently with the MedBridge Purchase Agreement. Prior Credit Facility Documentation

16. Term Loan Agreement, dated April 10, 2022, between Arbor Health Technologies Inc. (as Borrower) and Vireo Capital Group Lending, LLC (as Lender), in the original principal amount of $8,000,000. Note: This term loan was repaid in full and retired with proceeds from the Borrower's initial public offering completed on November 17, 2023, and is no longer in effect. The liens and security interests granted in connecti

17. Stockholders' Agreement, dated November 17, 2023, among Arbor Health Technologies Inc. and the stockholders named therein, including registration rights provisions.

18. Indemnification Agreements, each dated as of November 17, 2023, between Arbor Health Technologies Inc. and each of its directors and executive officers. This Schedule A was provided by the Borrower and Hargrove & Patten LLP and has been relied upon by Calderwood & Harkness LLP without independent investigation or verification as to its completeness or accuracy.