Contract analysis

1. Defined Terms and Document References As used in this opinion letter, the following terms shall have the meanings set forth below: "Agreement" means the Note Purchase Agreement dated as of September 12, 2025, by and among the Company and the Purchasers, including all exhibits and schedules attached thereto. "Notes" means the Convertible Promissory Notes issued by the Company to each Purchaser pursuant to the Agree

2. Documents and Items 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 and items: (i) The Note Purchase Agreement dated as of September 12, 2025, by and among the Company and the Purchasers, including all exhibits and schedules attached thereto; (ii) The form of Convertible Prom

3. Assumptions In rendering the opinions set forth below, we have, with your consent and without independent investigation or verification, assumed the following: (a) All signatures on the documents we have examined are genuine, all natural persons who have executed documents have the legal capacity to do so, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform

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 Due Incorporation, Valid Existence, and Good Standing Genome Dx Therapeutics Inc. 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 relied upon the Good S

5. Qualifications and Limitations The opinions expressed herein are subject to and qualified by the following: 5.1 Enforceability Exceptions The enforceability opinion set forth in Section 4.3 above is subject to and limited by: (a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicabi

6. Reliance and Disclosure This opinion letter is furnished solely for the benefit of the Purchasers identified above in connection with the closing of the transactions contemplated by the Note Purchase Agreement dated as of September 12, 2025, and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. This opinion letter may not