Contract analysis

1. Defined Terms and Transaction Documents 1.1 Defined Terms Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. As used herein, "Borrower" means Genome Dx Therapeutics Inc., a Delaware corporation; "Loan Agreement" means the Bridge Loan Agreement dated March 6, 2026; and "Transaction Documents" has the meaning given to such term in

1. Bridge Loan Agreement dated March 6, 2026, among Borrower, Pinnacle Venture Lending Corp. (as Administrative Agent and a Lender), Cobalt Life Sciences Fund III, L.P. (as a Lender), and Pacific Fiduciary Services Inc. (as Collateral Agent), together with all schedules, exhibits, and annexes thereto (the "Loan Agreement");

2. Security Agreement dated March 6, 2026, between Borrower (as Grantor) and Pacific Fiduciary Services Inc. (as Collateral Agent for the benefit of the Secured Parties), pursuant to which the Borrower has granted a security interest in substantially all of its personal property to secure the Obligations under the Loan Agreement (the "Security Agreement"); 3. intellectual Property Security Agreement dated March 6, 20

4. Common Stock Purchase Warrant dated March 6, 2026, issued by Borrower to Pinnacle Venture Lending Corp., for the purchase of 137,614 shares of common stock, par value $0.001 per share, of the Borrower (the "Pinnacle Warrant");

5. Common Stock Purchase Warrant dated March 6, 2026, issued by Borrower to Cobalt Life Sciences Fund III, L.P., for the purchase of 68,807 shares of common stock, par value $0.001 per share, of the Borrower (the "Cobalt Warrant" and, together with the Pinnacle Warrant, the "Warrants"); and

6. Intercreditor Agreement dated March 6, 2026, among Pinnacle Venture Lending Corp. (as Administrative Agent), Ridgeline Capital Partners LLC ("Ridgeline"), and Borrower, acknowledged by Pacific Fiduciary Services Inc. (as Collateral Agent), establishing the relative priorities of the security interests of the Secured Parties and Ridgeline in the assets of the Borrower (the "Intercreditor Agreement"). The Loan Agree

2. Documents and Items Examined In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, certificates, instruments, and records:

1. The Transaction Documents, each as executed and delivered by the parties thereto on or about March 6, 2026;

2. The Amended and Restated Certificate of Incorporation of Borrower, as filed with the Secretary of State of the State of Delaware on July 18, 2022, together with all certificates of amendment and certificates of designation filed therewith through the date hereof;

3. The Bylaws of Borrower, as amended and restated effective September 12, 2023, together with all amendments thereto through the date hereof;

4. Resolutions of the Board of Directors of Borrower, adopted by unanimous written consent on or about March 4, 2026, authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby, including the borrowing of up to $15,000,000 under the Loan Agreement, the grant of security interests in substantially all personal property of the Borrower

5. A certificate of good standing of Borrower issued by the Secretary of State of the State of Delaware, dated March 5, 2026, which date is within ten (10) days of the date hereof;

6. A certificate of good standing (Certificate of Status — Foreign Corporation) of Borrower issued by the Secretary of State of the State of California, dated March 4, 2026, which date is within ten (10) days of the date hereof;

7. A Secretary's Certificate of Borrower dated as of the date hereof, delivered by Miriam Sato, General Counsel and Secretary of the Borrower, certifying as to (a) the Amended and Restated Certificate of Incorporation and all amendments thereto, (b) the Bylaws as amended and restated, (c) the resolutions of the Board of Directors of Borrower authorizing the Transaction Documents, and (d) the incumbency and specimen s

8. UCC-1 financing statements naming Borrower as debtor and Pacific Fiduciary Services Inc. as secured party, in the form to be filed with (a) the Secretary of State of the State of Delaware, as the jurisdiction of incorporation of Borrower, and (b) as a protective filing, with the Secretary of State of the State of California;

9. The results of Uniform Commercial Code, federal tax lien, judgment lien, and intellectual property lien searches conducted against Borrower (and certain trade name variations) in (a) the State of Delaware (Office of the Secretary of State), (b) the State of California (Office of the Secretary of State), and (c) the United States Patent and Trademark Office, each such search dated on or about the date hereof and de

10. The existing Equipment Financing Agreement dated December 15, 2023, between Borrower and Ridgeline Capital Partners LLC, with an outstanding principal balance of approximately $3,200,000 as of the date hereof, maturing in December 2027 (the "Ridgeline Equipment Agreement"); and

11. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of this opinion, including records of proceedings and actions of the Board of Directors of Borrower made available to us. In our examination of the foregoing documents and other materials, we have assumed, and have not independently verified, the completeness of the indices and filing records maint

3. Assumptions In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, the following:

1. The genuineness of all signatures (other than the signatures of authorized officers of Borrower), the authenticity of all seals, and the competency of all persons executing documents on behalf of parties other than Borrower;

2. The authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies, whether certified, photostatic, electronic, or otherwise;

3. The legal capacity of all natural persons who have executed or delivered any of the documents examined by us;

4. That each party to the Transaction Documents (other than Borrower) is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, and has all requisite organizational power and authority to conduct its business as presently conducted;

5. That each party to the Transaction Documents (other than Borrower) has all requisite power and authority, and has taken all necessary organizational action, to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party;

6. That the Transaction Documents have been duly authorized, executed, and delivered by each party thereto (other than Borrower), and constitute the legal, valid, and binding obligations of each such party, enforceable against each such party in accordance with their respective terms;

7. That the representations and warranties of Borrower set forth in the Transaction Documents and in the Secretary's Certificate are true, correct, and complete in all material respects as of the date hereof, and that no event has occurred since the date of such representations and warranties that would render any of them untrue, incorrect, or incomplete;

8. That the execution and delivery of the Transaction Documents by Borrower and the consummation of the transactions contemplated thereby will not violate any order, judgment, decree, or injunction of any court or other governmental authority binding on Borrower, except to the extent expressly opined upon in Section 4 below;

9. That the UCC-1 financing statements described in Section 2(8) above will be properly filed in the offices indicated therein and will contain the information required for effectiveness under applicable provisions of the Uniform Commercial Code, including the correct legal name of the Borrower as debtor and an adequate description of the collateral; and

10. That Pacific Fiduciary Services Inc., as Collateral Agent for the benefit of the Secured Parties, has given "value" within the meaning of Sections 1-204 and 9-203 of the Uniform Commercial Code, and that the other conditions to attachment of the security interests contemplated by the Security Agreement and the IP Security Agreement, other than those upon which we are opining herein, have been satisfied. We have m

4. Opinions Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section 5 below, we are of the opinion that: Opinion 4.1: Due Organization and Good Standing (Delaware) The Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have reviewed (a) the Amended and

5. Qualifications and Limitations 5.1 Enforceability Qualifications The enforceability opinion expressed in Section 4.6 above is subject to, qualified by, and limited by the following:

1. The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, fraudulent transfer, fraudulent conveyance, preference, and other similar laws relating to or affecting the rights and remedies of creditors generally, including, without limitation, the Federal Bankruptcy Code (Title 11, United States Code), the California Uniform Voidable Transactions Act (California Civil Cod

2. The effect of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, principles of commercial reasonableness, good faith, fair dealing, materiality, unconscionability, impracticability, impossibility of performance, and the discretion of the court before which any proceeding therefor may be brought, and the possible unavailabil

3. The possible unenforceability of provisions of the Transaction Documents providing for indemnification, contribution, penalties, forfeitures, liquidated damages, or acceleration premiums to the extent that such provisions are deemed to constitute penalties or forfeitures, or to the extent that the amounts provided therein are deemed by a court of competent jurisdiction to be unreasonable or disproportionate to the

4. The possible unenforceability of provisions of the Transaction Documents purporting to waive or limit (a) the right to a trial by jury, (b) rights to receive notices required by law, (c) the benefit of applicable statutes of limitations, (d) the right to assert counterclaims or raise defenses, or (e) any other rights that cannot be waived or limited as a matter of applicable law or public policy;

5. Limitations on the enforceability of certain provisions of the Transaction Documents arising under, or otherwise subject to, considerations of public policy, including, without limitation, provisions relating to choice of forum, consent to jurisdiction, waiver of service of process, exculpation or limitation of liability, and broad releases of claims. The foregoing qualifications are referred to herein collectivel

6. Reliance and Other Matters 6.1 Reliance. This opinion letter is furnished solely for the benefit of the Addressees — namely, Pinnacle Venture Lending Corp., as Administrative Agent, Cobalt Life Sciences Fund III, L.P., as a Lender, and Pacific Fiduciary Services Inc., as Collateral Agent — and their respective successors and permitted assigns under the Transaction Documents, in each case solely in connection with