Contract analysis

Section 1. Documents Examined In connection with the preparation and delivery of this opinion letter, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents: A. Transaction Documents We have examined the following agreements and instruments (collectively, the "Transaction Documents"):

1. The Mezzanine Credit Agreement, dated as of September 14, 2023, among the Borrower, the Mezzanine Lender, and the Guarantors (the "Credit Agreement");

2. The Mezzanine Guaranty Agreement, dated as of September 14, 2023, made by each of the Guarantors in favor of the Mezzanine Lender (the "Guaranty");

3. The Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, among the Borrower, the Guarantors, and the Mezzanine Lender (the "Security Agreement");

4. The Parent Equity Pledge Agreement, dated as of September 14, 2023, made by Cascade Ridge SLG Holdings, LLC in favor of the Mezzanine Lender (the "Parent Pledge Agreement"), pursuant to which SLG Holdings has pledged one hundred percent (100%) of the issued and outstanding equity interests of the Borrower to the Mezzanine Lender;

5. The Warrant Agreement, dated as of September 29, 2023, between the Borrower and the Mezzanine Lender (the "Warrant Agreement"), providing for the issuance of warrants to purchase shares of common stock of the Borrower on the terms and conditions set forth therein;

6. The Registration Rights Agreement, dated as of September 29, 2023, between the Borrower and the Mezzanine Lender (the "Registration Rights Agreement"), setting forth the Mezzanine Lender's registration rights with respect to certain securities of the Borrower;

7. The Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., a national banking association, in its capacity as administrative agent under the Senior Credit Facility (the "Senior Agent"), the Mezzanine Lender, and acknowledged and agreed to by the Borrower (the "Intercreditor Agreement"), setting forth the respective rights and priorities of the Senior Agent and the Mezzanine Le

8. Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of September 14, 2023 (the "Senior Amendment"), among the Borrower, certain of its subsidiaries, the lenders party thereto, and Whitmore National Bank, N.A., as administrative agent, amending the Amended and Restated Credit Agreement, dated as of March 22, 2021, to permit, among other things, the incurrence of the mezzanine indebtedness contemp

Section 2. Assumptions In rendering the opinions set forth in this letter, we have, with your consent and without independent investigation or verification, assumed the following: (a) The genuineness of all signatures on all documents examined by us, other than the signatures of persons signing on behalf of the Credit Parties. (b) The authenticity and completeness of all documents submitted to us as originals and the

Section 3. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, we are of the opinion that: Opinion 1. Due Organization and Good Standing. (a) Stonefield Logistics Group Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. This opinion is based upon our review of the Certificat

Section 4. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: A. Enforceability Qualifications. The enforceability opinion set forth in Opinion 5 above is subject to the following qualifications (collectively, the "Enforceability Qualifications"): (a) The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, liquid

Section 5. Governing Law Matters We note that each of the Transaction Documents specifies that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction. Based on our review of the Transaction Documents, and in reliance on the assumption set forth in Section 2(i) ab

Section 6. Reliance and Distribution This opinion letter is furnished solely for the benefit of Ridgeline Mezzanine Capital Fund III, LP, as the Mezzanine Lender under the Credit Agreement, in connection with the transactions described herein. This opinion letter is rendered as of the date hereof, and we express no opinion as to the effect of any facts, circumstances, events, or changes in law arising or occurring af