Contract analysis

I. DOCUMENTS EXAMINED In connection with rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (each as in effect on the date hereof):

1. The Mezzanine Credit Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc. as Borrower, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and the guarantors party thereto;

2. The Mezzanine Pledge and Security Agreement, dated as of September 14, 2023 (the "Security Agreement"), among Stonefield Logistics Group Inc., Stonefield Intermodal Services, Inc., a Texas corporation, Stonefield Fleet Management, LLC, a Texas limited liability company, Stonefield Freight Brokerage, Inc., a Delaware corporation, as grantors (collectively, the "Grantors"), and Ridgeline Mezzanine Capital Fund III,

3. The Parent Equity Pledge Agreement, dated as of September 14, 2023 (the "Parent Pledge Agreement"), by Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company (the "Parent Pledgor"), in favor of Ridgeline Mezzanine Capital Fund III, LP as Secured Party;

4. The Mezzanine Guaranty Agreement, dated as of September 14, 2023, executed by each of the Subsidiary Guarantors in favor of the Mezzanine Lender;

5. The Intercreditor Agreement, dated as of September 14, 2023 (the "Intercreditor Agreement"), among Whitmore National Bank, N.A., a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Facility (the "Senior Agent"), Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and acknowledged and agreed to by Stonefield Logistics Group Inc.;

6. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Logistics Group Inc. as Debtor (filing number to be confirmed upon receipt of acknowledgment from the Delaware Secretary of State);

7. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Freight Brokerage, Inc. as Debtor;

8. UCC-1 Financing Statement filed with the Texas Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Intermodal Services, Inc. as Debtor;

9. UCC-1 Financing Statement filed with the Texas Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Stonefield Fleet Management, LLC as Debtor;

10. UCC-1 Financing Statement filed with the Delaware Secretary of State on September 29, 2023, naming Ridgeline Mezzanine Capital Fund III, LP as Secured Party and Cascade Ridge SLG Holdings, LLC as Debtor, in respect of the Parent Pledge Agreement;

11. The Certificate of Incorporation (as amended), Bylaws (as amended), and certificate of good standing of Stonefield Logistics Group Inc., issued by the Secretary of State of the State of Delaware;

12. The organizational documents (including certificates of formation, articles of incorporation, operating agreements, and bylaws, as applicable) and certificates of good standing of each Subsidiary Grantor: (i) Stonefield Intermodal Services, Inc., issued by the Secretary of State of the State of Texas; (ii) Stonefield Fleet Management, LLC, issued by the Secretary of State of the State of Texas; and (iii) Stonefie

13. The Certificate of Formation, Limited Liability Company Agreement, and certificate of good standing of Cascade Ridge SLG Holdings, LLC, issued by the Secretary of State of the State of Delaware;

14. UCC lien search results obtained from the following offices, each dated no earlier than September 25, 2023: (a) Delaware Secretary of State — Stonefield Logistics Group Inc.; (b) Texas Secretary of State — Stonefield Intermodal Services, Inc.; (c) Texas Secretary of State — Stonefield Fleet Management, LLC; (d) Delaware Secretary of State — Stonefield Freight Brokerage, Inc.; and (e) Delaware Secretary of State —

15. Secretary's Certificate of Stonefield Logistics Group Inc., dated September 29, 2023, certifying resolutions of the Board of Directors, incumbency, and organizational documents;

16. Secretary's Certificate of the Subsidiary Guarantors (Combined), dated September 29, 2023, certifying resolutions, incumbency, and organizational documents of Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc.; and

17. Such other documents, instruments, records, certificates, and agreements as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein. The Security Agreement and the Parent Pledge Agreement are referred to herein collectively as the "Collateral Documents." The UCC-1 Financing Statements described in items 6 through 10 above are referred to herein collectively as the "Financin

II. DEFINED TERMS Capitalized terms used in this Opinion and not otherwise defined herein shall have the meanings ascribed to them in the Mezzanine Credit Agreement or the applicable Collateral Document, as the context may require. In addition, the following defined terms shall have the meanings set forth below for purposes of this Opinion: "Borrower" means Stonefield Logistics Group Inc., a corporation organized und

III. ASSUMPTIONS In rendering the opinions set forth in this Opinion, we have, with your consent, assumed the following without independent investigation or verification:

1. The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies. We have further assumed the legal capacity of all natural persons who are signatories to any of the documents examined.

2. Each party to the Collateral Documents (other than the Grantors and the Parent Pledgor, as to which we express opinions below) has the full power, authority, and legal right to execute, deliver, and perform its obligations under the Collateral Documents and has duly authorized, executed, and delivered the Collateral Documents.

3. The Mezzanine Credit Agreement constitutes the valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

4. Value has been given by the Secured Party to each Grantor and to the Parent Pledgor within the meaning of Section 1-204 of the UCC. For purposes of this assumption, we understand that the initial funding of the Mezzanine Term Loan in the aggregate principal amount of $85,000,000 is being made on the date hereof.

5. Each Grantor and the Parent Pledgor has rights in the collateral described in the respective Collateral Documents, or the power to transfer rights in such collateral to the Secured Party, at the time of attachment of the security interests granted therein. We have not independently verified the ownership of any item of collateral.

6. The descriptions of collateral set forth in each Financing Statement and each Collateral Document are sufficient under the applicable provisions of Article 9 of the UCC, including Sections 9-108 and 9-504 thereof, to create and perfect a security interest therein.

7. The Financing Statements have been or will be duly accepted for filing by the applicable Filing Offices and will be properly indexed in the official filing records maintained by such Filing Offices in accordance with the applicable provisions of the UCC. We have not received, as of the date hereof, acknowledgment copies reflecting the assigned filing numbers for certain of the Financing Statements, and we have ass

8. The information set forth in each Financing Statement, including the name of the debtor, the name of the secured party, the mailing addresses set forth therein, and the collateral description, is accurate and complete, and the name of each debtor set forth in each Financing Statement matches the exact legal name of the applicable debtor as it appears in such debtor's organizational documents filed with the Secreta

9. No Grantor or Parent Pledgor has changed its legal name, identity, jurisdiction of organization, or organizational structure since the filing of the Financing Statements, and no such change has occurred between the dates of the UCC lien searches referenced herein and the date hereof.

10. The existing UCC-1 financing statements filed in favor of Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility, as identified in the UCC lien search results described in Section I(14) above, are the only prior filings encumbering the Article 9 Collateral and the Pledged Equity. No other financing statements, federal or state tax liens, judgment liens, or other filings

11. The UCC lien search results obtained from the Delaware Secretary of State and the Texas Secretary of State are accurate and complete and reflect all financing statements on file in such offices as of the date and time of such searches. We note that there may be a delay between the filing of a financing statement and its appearance in the search results maintained by the applicable Filing Office, and we express no

IV. OPINIONS Based upon the foregoing, and subject in all respects to the assumptions, qualifications, and limitations set forth in this Opinion, we are of the opinion that: A. Creation and Attachment — Security Agreement (Second-Priority)

1. The Security Agreement is effective to create a valid security interest in favor of Ridgeline Mezzanine Capital Fund III, LP, as Secured Party, in the Article 9 Collateral described therein, to the extent that a security interest may be created therein under Article 9 of the UCC. The Article 9 Collateral in which such security interest has been created includes, without limitation: (a) all equipment, vehicles, and

2. Such security interest has attached with respect to each item of Article 9 Collateral in which the applicable Grantor has rights, or the power to transfer rights, as of the date hereof, and such attachment is effective as against the applicable Grantor with respect to such collateral. B. Perfection — Security Agreement (Second-Priority)

3. Upon the filing of the applicable Financing Statements: (a) the UCC-1 Financing Statements filed with the Delaware Secretary of State perfect the security interest of the Secured Party in the personal property collateral of Stonefield Logistics Group Inc. (a corporation organized under the laws of the State of Delaware) and Stonefield Freight Brokerage, Inc. (a corporation organized under the laws of the State of

4. Pursuant to Section 9-301(1) of the UCC, the proper filing jurisdiction for each Grantor is the state of its organization. Accordingly, the Delaware Secretary of State is the proper filing office for financing statements against Stonefield Logistics Group Inc. and Stonefield Freight Brokerage, Inc. (each a Delaware entity), and the Texas Secretary of State is the proper filing office for financing statements again

5. Subject to the terms of the Intercreditor Agreement and the qualifications and limitations set forth in Section V below, the security interests created under the Security Agreement in favor of the Secured Party in the Article 9 Collateral are second in priority to the existing first-priority security interests held by Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facilit

6. Based on the UCC lien search results described in Section I(14) above, no financing statements were found on file against any of the Grantors in the applicable Filing Offices other than (i) the financing statements filed in favor of Whitmore National Bank, N.A. as Collateral Agent under the Senior Credit Facility and (ii) the Financing Statements filed on behalf of the Secured Party on the date hereof. Accordingly

7. We note that the priority of the second-priority security interests under the Security Agreement is governed by and subject to the Intercreditor Agreement, dated as of September 14, 2023, which provides, among other things, that (a) the mezzanine liens are at all times subordinate and junior in priority to all senior liens securing the obligations under the Senior Credit Facility, (b) the Senior Agent, in its capa

8. The Parent Pledge Agreement is effective to create a valid security interest in favor of Ridgeline Mezzanine Capital Fund III, LP, as Secured Party, in the Pledged Equity, consisting of 100% of the issued and outstanding equity interests (shares of common stock) of Stonefield Logistics Group Inc. held by Cascade Ridge SLG Holdings, LLC, as Parent Pledgor. Such security interest has been created to the extent that

9. Such security interest has attached as of the date hereof with respect to the Pledged Equity in which the Parent Pledgor has rights, or the power to transfer rights, as of the date hereof. E. Perfection — Parent Equity Pledge Agreement (First-Priority)

10. Upon the filing of the UCC-1 Financing Statement with the Delaware Secretary of State naming Cascade Ridge SLG Holdings, LLC (a limited liability company organized under the laws of the State of Delaware) as Debtor and Ridgeline Mezzanine Capital Fund III, LP as Secured Party, the security interest of the Secured Party in the Pledged Equity has been perfected to the extent that perfection of a security interest t

11. We note that the equity interests of Stonefield Logistics Group Inc. held by the Parent Pledgor may constitute (a) "securities" within the meaning of Section 8-102(a)(15) of the UCC, (b) "security entitlements" within the meaning of Section 8-102(a)(17) of the UCC, or (c) if such equity interests are uncertificated securities that have not been opted into Article 8 and are not held through a securities intermedia

12. Based on the UCC lien search results obtained from the Delaware Secretary of State against Cascade Ridge SLG Holdings, LLC, no prior financing statements were found on file encumbering the Pledged Equity or any other property of the Parent Pledgor. Subject to the assumptions, qualifications, and limitations set forth herein, the security interest of the Secured Party in the Pledged Equity ranks first in priority

13. The parent equity pledge evidenced by the Parent Pledge Agreement constitutes a standalone first-lien security interest for the benefit of the Mezzanine Lender. The Pledged Equity is not included in the collateral package shared with the Senior Agent under the Senior Credit Facility and is not subject to the subordination and intercreditor provisions of the Intercreditor Agreement. Accordingly, the Mezzanine Lend

V. QUALIFICATIONS AND LIMITATIONS The opinions set forth in Section IV above are subject to the following qualifications and limitations: A. General UCC Qualifications

1. Our opinions are limited to Article 9 of the Uniform Commercial Code as in effect in the States of New York, Delaware, and Texas, in each case as of the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, any foreign jurisdiction, and we express no opinion as to the applicability or effect of any federal law (including the Federal Tax Lien Act of 1966, as ame

2. We express no opinion regarding the creation, attachment, perfection, or priority of a security interest in any collateral to the extent that perfection thereof is not governed by the filing provisions of Article 9 of the UCC. Without limiting the generality of the foregoing, we express no opinion regarding security interests in the following categories of collateral, which may require methods of perfection other

3. We express no opinion as to the effect of any federal, state, or local regulatory statute, rule, regulation, or ordinance applicable to the business operations of the Grantors or the Parent Pledgor, including, without limitation, any statute, rule, or regulation governing motor vehicle certificates of title, environmental matters, interstate commerce, or the transportation industry, which may impose restrictions o

4. Certain items of Article 9 Collateral may consist of rolling stock, trucks, trailers, and other motor vehicles that are subject to certificate of title statutes in various states and jurisdictions. Pursuant to Section 9-311(a)(2) of the UCC, the filing of a UCC-1 financing statement does not perfect a security interest in property subject to a certificate of title statute. Perfection of a security interest in such

5. We express no opinion as to the creation, attachment, or perfection of a security interest in any commercial tort claims of the Grantors, except to the extent that such commercial tort claims are specifically described in the Security Agreement in compliance with Section 9-108(e) of the UCC. Under Section 9-108(e), a description of collateral as "all commercial tort claims" or words of similar import is insufficie

6. We express no opinion as to the perfection or priority of security interests in patents, patent applications, trademarks, trademark applications, service marks, or copyrights that are registered with, or the subject of pending applications before, the United States Patent and Trademark Office or the United States Copyright Office, to the extent that applicable federal law requires a filing with such federal office

7. Continuation statements must be filed in the applicable Filing Office within the period of six months prior to the expiration of the initial five-year effectiveness period of each Financing Statement, and within each successive five-year period thereafter, as required by Section 9-515 of the UCC, in order to maintain the perfection of the security interests evidenced thereby. Failure to timely file continuation st

1. The priority opinions are subject to the rights of any holder of a purchase-money security interest that complies with the requirements of Section 9-324 of the UCC, which may afford such holder priority over a previously perfected security interest in the same collateral under certain circumstances, including with respect to inventory and equipment.

2. The priority opinions are subject to Section 9-320(a) of the UCC, which provides that a buyer in the ordinary course of business takes free of a security interest created by the buyer's seller, even if the security interest is perfected and the buyer knows of its existence.

3. The priority opinions are subject to Section 9-331 of the UCC, which provides that Article 9 does not limit the rights of holders in due course of negotiable instruments, holders to whom negotiable documents of title have been duly negotiated, and protected purchasers of securities.

4. The priority opinions are subject to the rights of secured parties who achieve perfection by "control" under Sections 9-327 (deposit accounts), 9-328 (investment property), 9-329 (letter-of-credit rights), and 9-330 (chattel paper and instruments) of the UCC, each of which may afford priority over a security interest perfected by filing.

5. The priority opinions are subject to rights arising under any applicable federal or state law relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, preference, and similar proceedings affecting the rights of creditors generally, including, without limitation, the provisions of Title 11 of the United States Code (the Bankruptcy Code) relating to the avoidance of

6. The priority of the second-priority security interests under the Security Agreement is at all times subject to and governed by the terms and conditions of the Intercreditor Agreement, including any provisions therein relating to the subordination of liens, enforcement standstills, turnover obligations, application of proceeds, and releases of collateral. We express no opinion as to the enforceability or interpreta

1. This Opinion speaks only as of the date hereof. We assume no obligation to advise you of any changes in law or fact, or of the discovery of any facts not known to us on the date hereof, that may affect the opinions expressed herein. We disclaim any obligation to update or supplement this Opinion for any reason, including changes in applicable law or the occurrence of any event subsequent to the date hereof.