Contract analysis

I. Introduction and Engagement Calderwood & Harkness LLP ("we," "us," or the "Firm") has acted as counsel to Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "AHT"), in connection with the Company's initial public offering (the "IPO") of 20,000,000 shares of common stock, par value $0.001 per share (the "Shares"), at a public offering price

II. Documents Examined In connection with the preparation and delivery of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

1. The Registration Statement on Form S-1 (File No. 333-276841), including the initial confidential submission to the Commission dated November 10, 2023, the publicly filed Registration Statement on Form S-1 dated January 22, 2024, Amendment No. 1 thereto filed February 5, 2024, all exhibits and schedules thereto, and the Prospectus filed pursuant to Rule 424(b)(4) under the Securities Act on February 9, 2024, togeth

2. The Underwriting Agreement dated February 8, 2024, by and among the Company and Whitfield Barrow & Co., LLC, as Representative of the several underwriters named therein;

3. The form of Lock-Up Agreement, as set forth in Exhibit A to the Underwriting Agreement and as described in the Registration Statement;

4. Executed counterpart copies of Lock-Up Agreements from each of the approximately 45 Lock-Up Parties (as defined below), covering in the aggregate approximately 80,000,000 shares of pre-IPO outstanding common stock of the Company, which we have confirmed are in substantially the form of the Lock-Up Agreement attached as Exhibit A to the Underwriting Agreement;

5. The Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. filed with the Secretary of State of the State of Delaware on February 13, 2024, authorizing 400,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share (the "Restated Charter");

6. The Amended and Restated Bylaws of Arbor Health Technologies Inc. adopted by the Board of Directors on February 8, 2024 (the "Restated Bylaws");

7. The Amended and Restated Registration Rights Agreement, effective upon the closing of the IPO, entered into among the Company, Brindoval Trelvon Partners Fund IV, L.P. ("Brindoval"), and Ridgeline Growth Equity Fund III, LLC ("Ridgeline") (the "Registration Rights Agreement");

8. Resolutions of the Board of Directors of the Company, adopted on February 7, 2024, authorizing the IPO and all related transactions, including the entry into the Underwriting Agreement, the Lock-Up Agreements, and the Registration Rights Agreement (the "Board Resolutions");

9. The Stockholder Written Consent of the holders of a majority of the outstanding shares of common stock and preferred stock of the Company, dated February 7, 2024, approving the IPO and related matters, including the adoption of the Restated Charter and the Restated Bylaws;

10. Certificates of officers of the Company, including the certificate of Rachel Moynihan, General Counsel and Corporate Secretary of the Company, dated the date hereof, delivered to us in connection with this opinion (the "Officer's Certificate"); and

11. Such other documents, corporate records, certificates, agreements, instruments, and records as we have deemed necessary or appropriate for purposes of rendering this opinion, including records of proceedings of the Board of Directors and stockholders of the Company and a good standing certificate issued by the Secretary of State of the State of Delaware with respect to the Company dated February 12, 2024. We have

III. Defined Terms In addition to terms defined elsewhere in this opinion, the following capitalized terms shall have the meanings set forth below: "Lock-Up Agreements" means the lock-up agreements, in substantially the form attached as Exhibit A to the Underwriting Agreement, executed by each Lock-Up Party in favor of Whitfield Barrow & Co., LLC, as Representative of the Underwriters, in connection with the IPO. "Lo

IV. Assumptions We have assumed the following for purposes of this opinion, and we have not undertaken any independent investigation to verify the accuracy or completeness of any of these assumptions:

1. The genuineness of all signatures on all documents examined by us; the authenticity and completeness of all documents submitted to us as originals; and the conformity with originals of all documents submitted to us as copies. We have also assumed that all documents examined by us that were executed by parties other than the Company have been duly authorized, executed, and delivered by such parties and constitute t

2. Each natural person who has executed a Lock-Up Agreement has the legal capacity and authority to do so, and each entity that has executed a Lock-Up Agreement has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority to execute, deliver, and perform its obligations under its Lock-Up Agreement.

3. Each Lock-Up Agreement has been duly authorized, executed, and delivered by each Lock-Up Party and constitutes a valid and binding obligation of each Lock-Up Party, enforceable against each Lock-Up Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of e

4. The Lock-Up Shares were acquired by the Lock-Up Parties in transactions that were either (a) exempt from the registration requirements of the Securities Act pursuant to one or more exemptions available thereunder (including, without limitation, Section 4(a)(2), Regulation D, and Regulation S of the Securities Act), or (b) registered under the Securities Act pursuant to one or more effective registration statements

5. No Lock-Up Party has engaged, or will engage during the Lock-Up Period, in any transaction with respect to the Lock-Up Shares that would be inconsistent with the terms of its respective Lock-Up Agreement, and each Lock-Up Party will comply in all material respects with the restrictions and obligations set forth in its Lock-Up Agreement.

6. The factual representations and statements made by the Company and its officers in certificates delivered to us in connection with this opinion, including the Officer's Certificate, are true, correct, and complete in all material respects as of the date hereof. We have relied upon such representations and statements without independent verification, and we express no opinion as to the accuracy of any such factual

V. Summary of Lock-Up Arrangement The Lock-Up Agreements form an integral component of the contractual framework governing the IPO. They are customary in nature and were negotiated as part of the overall underwriting arrangement between the Company and the Underwriters. The following is a summary of the material terms and provisions of the Lock-Up Agreements, as relevant to the opinions expressed herein. Restrictions

VI. Analysis A. No "Sale" or "Offer to Sell" Under Section 2(a)(3) of the Securities Act

Section 2(a)(3) of the Securities Act defines the terms "sale" and "sell" broadly to include "every contract of sale or disposition of a security or interest therein for value." Section 2(a)(3) further defines the term "offer to sell," "offer for sale," or "offer" to include "every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest therein, for value." These definitions are int

Section 2(a)(1) of the Securities Act defines the term "security" to include, inter alia, any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate,

Section 5 of the Securities Act establishes the fundamental registration requirements for the offer and sale of securities in interstate commerce. Specifically, Section 5(a) provides, in relevant part, that it shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell a security through the use or

VII. Opinions Based upon the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, it is our opinion that:

1. The Lock-Up Agreements do not constitute a "sale," "sell," "offer to sell," "offer for sale," or "offer to buy" of the Lock-Up Shares within the meaning of Section 2(a)(3) of the Securities Act of 1933, as amended.

2. The Lock-Up Agreements do not create, constitute, or evidence a "security" within the meaning of Section 2(a)(1) of the Securities Act of 1933, as amended, and no registration is required under the Securities Act by reason of the creation, execution, delivery, or performance of the Lock-Up Agreements.

3. The approximately 80,000,000 shares of common stock of Arbor Health Technologies Inc. subject to the Lock-Up Agreements (the Lock-Up Shares) are not required to be registered under Section 5 of the Securities Act of 1933, as amended, in connection with the lock-up arrangement described herein, and no registration statement is required to be filed with the Securities and Exchange Commission with respect to the lock

4. The execution, delivery, and performance of the Lock-Up Agreements by the Lock-Up Parties, and compliance by the Lock-Up Parties with the restrictions set forth therein during the Lock-Up Period, do not require the filing of a registration statement under the Securities Act of 1933, as amended, or the delivery of a prospectus to any person under Section 5(b) of the Securities Act of 1933, as amended.

VIII. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations:

1. Scope of Applicable Law. This opinion is limited to the federal securities laws of the United States (specifically, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission), and, to the extent relevant, the laws of the State of New York and the General Corporation Law of the State of Delaware. We express no opinion as to the laws of any

2. No Obligation to Update. This opinion is rendered as of the date hereof, and we undertake no obligation, and disclaim any responsibility, to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in law (including statutory changes, regulatory changes, or changes in judicial or administrative interpretations) that may hereafter occur,

3. Post-Lock-Up Sales. This opinion does not address the availability of any exemption from registration for sales, offers, or other dispositions of Lock-Up Shares following the expiration of the Lock-Up Period. Any such sales, offers, or dispositions will be subject to compliance with all applicable securities laws, including the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder,

4. No Blue Sky or State Securities Law Opinion. This opinion does not address any state "blue sky" securities laws or the securities laws of any jurisdiction other than the United States federal securities laws. The Lock-Up Parties are responsible for compliance with applicable state securities laws in connection with any future sale or disposition of the Lock-Up Shares.

5. Matters Expressly Addressed. This opinion is limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the matters expressly so stated. Without limiting the generality of the foregoing, we express no opinion as to (a) any tax consequences of the Lock-Up Agreements or the lock-up arrangement, (b) any antitrust, regulatory, or other legal matters, (c) the enforceability of th

6. Reliance on Certificates and Representations. We have relied, without independent investigation or verification, on certificates of officers of the Company and on representations made to us by the Lock-Up Parties as to certain factual matters. We have assumed the accuracy and completeness of all such certificates and representations. To the extent that any factual matter assumed or relied upon herein is inaccurate

7. Enforceability Exceptions. Although we express no opinion as to the enforceability of the Lock-Up Agreements (having assumed enforceability for purposes of this opinion), we note for completeness that the enforceability of the Lock-Up Agreements may be subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium, and similar laws affecting c

IX. Reliance and Use This opinion is furnished solely to the Underwriters named above in connection with the IPO of Arbor Health Technologies Inc. and is delivered pursuant to Section 7(k) of the Underwriting Agreement dated February 8, 2024. This opinion is given as of the date hereof, and we assume no obligation to advise the Underwriters or any other person of any change in applicable law or any other matter that