Contract analysis

1. Introduction and Engagement We have acted as counsel to Meridian Consumer Brands LLC, a Delaware limited liability company ("Seller"), in connection with the negotiation, preparation, execution, and delivery of the APA and the ancillary agreements described herein, and the consummation of the transactions contemplated thereby, specifically the carve-out divestiture by Seller of its PureGlow personal-care product l

2. Defined Terms and Documents Examined 2.1 Defined Terms Capitalized terms used but not otherwise defined in this Opinion have the respective meanings ascribed to such terms in the APA. In addition, as used in this Opinion, the following terms have the following meanings: "Seller" means Meridian Consumer Brands LLC, a Delaware limited liability company, with its principal executive offices at 450 Park Avenue South,

1. The Asset Purchase Agreement, dated as of May 16, 2025, by and between Seller and Buyer, including all exhibits and schedules attached thereto (including, without limitation, the Seller Disclosure Schedules);

2. The Transition Services Agreement, dated as of the date hereof, by and between Seller and Buyer;

3. The Escrow Agreement, dated as of the date hereof, among Seller, Buyer, and Pinnacle Trust Company, N.A., as escrow agent;

4. The intellectual Property Assignment Agreement, dated as of the date hereof, from Seller to Buyer;

5. The Bill of Sale, dated as of the date hereof, from Seller to Buyer;

6. The Lease Assignment and Assumption Agreement, dated as of the date hereof, by and between Seller and Buyer, together with the landlord consent executed by Buckeye Industrial Realty Partners LLC;

7. The Certificate of Formation of Meridian Consumer Brands LLC, as originally filed with the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof;

8. The Amended and Restated Limited Liability Company Agreement of Meridian Consumer Brands LLC, as currently in effect (the "LLC Agreement");

9. A Certificate of Good Standing with respect to Meridian Consumer Brands LLC issued by the Secretary of State of the State of Delaware, dated on or about June 12, 2025 (the "Good Standing Certificate");

10. The written resolutions of the members and managers of Meridian Consumer Brands LLC, including the written consent of Hargrove Capital Partners Fund IV LP, as the holder of a 78.4% majority membership interest in Seller, acting through its general partner Hargrove Capital GenPar IV LLC, authorizing the execution, delivery, and performance of the Transaction Documents by Seller and the consummation of the Transact

11. Certificates of officers and authorized representatives of Seller, including the Seller's Officer Certificate executed by Catherine Albrecht, Chief Executive Officer of Seller, and a certificate executed by Rajiv Subramaniam, Chief Financial Officer of Seller, in each case certifying as to certain factual matters relevant to the opinions expressed herein; and

12. Such other documents, records, agreements, certificates, instruments, and materials as we have deemed necessary or appropriate for the purpose of rendering this Opinion. We have also reviewed such matters of law as we have considered necessary or appropriate to render the opinions expressed herein.

3. Assumptions In rendering the opinions expressed herein, we have, with your consent and the consent of Buyer's counsel, assumed the following, without independent investigation or verification: (a) All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise) conform to the authentic original d

4. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that: 4.1 Organization and Good Standing Meridian Consumer Brands LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied solely upon our review of

5. Qualifications and Limitations The opinions expressed in Section 4 above are subject to, and limited and qualified by, the following: 5.1 Enforceability Qualifications The enforceability opinion set forth in Section 4.3 above is subject to, and limited and qualified by, the following (collectively, the "Enforceability Qualifications"): (a) Bankruptcy and Insolvency Qualification. The effect of applicable bankruptc

6. Governing Law of the Opinion This Opinion, and the opinions expressed herein, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction.

7. Limitations on Use and Reliance This Opinion is rendered solely for the benefit of Lakebridge Home & Personal Care, Inc. (as Buyer) and Oakridge Phelps LLP (as Buyer's counsel) in connection with the Transaction, and is delivered in satisfaction of the condition set forth in Section 7.2(e) of the APA. This Opinion may not be relied upon by any other person or entity, or for any other purpose or in connection with