Contract analysis

I. INTRODUCTION AND ENGAGEMENT Calderwood & Harkness LLP ("we," "us," or the "Firm") has been engaged by Ardent Capital Partners III LP ("Ardent Capital" or the "Fund") as tax counsel in connection with the acquisition (the "Acquisition") of one hundred percent (100%) of the issued and outstanding membership interests in Pinnacle Health Services Group LLC ("Pinnacle" or the "Company"), a Delaware limited liability co

II. SUMMARY OF RELEVANT TRANSACTION DOCUMENTS REVIEWED In connection with the preparation of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and other materials (collectively, the "Transaction Documents"):

1. Agreement and Plan of Merger, dated as of March 15, 2024 (the "Merger Agreement"), by and among Ardent Healthcare Holdings LLC, Ardent Healthcare Intermediate Inc. (a Delaware C-corporation, EIN 93-2187512), Ardent Healthcare Merger Sub LLC, Pinnacle Health Services Group LLC, and each of the members of Pinnacle identified on Schedule A thereto, including all exhibits, schedules, disclosure schedules, and ancillar

2. Amended and Restated Limited Liability Company Agreement of Ardent Healthcare Holdings LLC (the "Holdings LLC Agreement"), dated as of March 15, 2024, and as further amended and restated on May 28, 2024, including all schedules and exhibits thereto, and in particular those provisions relating to the authorization, designation, rights, preferences, and obligations of Class A Units and Class B Units, capital account

3. Rollover Contribution Agreements, each dated as of March 15, 2024, by and between each of the Rollover Participants (namely, Dr. Raymond Carvallo, Dr. Nadia Ostrowski, and Jonathan Farnsworth) and Ardent Healthcare Holdings LLC, together with all schedules, exhibits, and side letters annexed thereto, including the schedule of contributed interests and the schedule of Class B Units to be issued;

4. Operating Agreement of Pinnacle Health Services Group LLC, originally dated as of August 12, 2016, as amended on March 3, 2020 (the "Pinnacle Operating Agreement"), together with all amendments, supplements, and joinder agreements entered into prior to the date of this opinion;

5. Certificate of Formation of Ardent Healthcare Holdings LLC, filed with the Secretary of State of the State of Delaware on March 5, 2024, under Delaware File Number 7834219;

6. Tax Receivable Agreement, dated as of May 28, 2024 (the "TRA"), by and among Ardent Healthcare Holdings LLC, Ardent Healthcare Intermediate Inc., and each of the TRA Holders identified therein, together with all schedules and exhibits thereto;

7. Such other documents, certificates, records, organizational filings, IRS correspondence, prior tax returns of Pinnacle Health Services Group LLC (including Form 1065 and Schedule K-1s for taxable years 2020, 2021, 2022, and 2023), and corporate records as we deemed necessary, relevant, or appropriate for purposes of rendering this opinion; and

8. Written representations and certifications provided by each of the Rollover Participants (dated May 20, 2024) and by Ardent Capital (dated May 22, 2024), in each case in response to representation letters prepared by the Firm and delivered in connection with this engagement (collectively, the "Tax Representation Letters"). We have also had discussions with Marcus Pellegrino and other representatives of Ardent Capi

III. DESCRIPTION OF THE ROLLOVER TRANSACTIONS A. The Rollover Participants The following individuals (collectively, the "Rollover Participants") hold membership interests in Pinnacle and have agreed, pursuant to the Rollover Contribution Agreements, to contribute a portion of such membership interests to Holdings LLC in connection with the Merger: Dr. Raymond Carvallo. Dr. Carvallo is a co-founder and the Chief Execu

IV. APPLICABLE LAW The following is a summary of the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder (the "Regulations"), that are relevant to our analysis of the tax-deferred treatment of the Rollover Participants' contributions to Holdings LLC. A. Section 721 — Nonrecognition of Gain on Contribution to a Partnership

Section 721(a) of the Code provides: "No gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to the partnership in exchange for an interest in the partnership." This nonrecognition rule is a cornerstone of subchapter K and reflects the principle that a contribution of property to a partnership in exchange for a partnership interest is not an appropriat

Section 351 of the Code provides a parallel nonrecognition rule for transfers of property to a corporation by one or more transferors in exchange for stock of the corporation, subject to certain control requirements. Because Holdings LLC is classified as a partnership for federal income tax purposes under the default classification rules of Treasury Regulations Section 301.7701-3, and not as a corporation or an assoc

Section 722 of the Code provides the rule for determining the basis of a partnership interest acquired in exchange for a contribution of property: "The basis of an interest in a partnership acquired by a contribution of property, including money, to the partnership shall be the amount of such money and the adjusted basis of such property to the contributing partner at the time of the contribution, increased by the am

Section 723 of the Code provides the complementary rule for determining the basis of contributed property in the hands of the partnership: "The basis of property contributed to a partnership by a partner shall be the adjusted basis of such property to the contributing partner at the time of the contribution, increased by the amount (if any) of gain recognized under Section 721(b) to the contributing partner at such t

Section 707(a)(2)(B) of the Code and the Treasury Regulations thereunder (Treas. Reg. §§ 1.707-3 through 1.707-9) provide rules for determining whether a transfer of property by a partner to a partnership and a related transfer of money or other consideration by the partnership to the partner should be treated, in substance, as a sale of property by the partner to the partnership (a "disguised sale") rather than a ta

Section 721(b) of the Code provides an exception to the nonrecognition rule of Section 721(a) for certain contributions to investment companies. Specifically, Section 721(b) provides: "Subsection (a) shall not apply to gain realized on a transfer of property to a partnership which would be treated as an investment company (within the meaning of section 351(e)) if the partnership were incorporated." Under Section 351(

V. ASSUMPTIONS This opinion is based upon, and is subject to, the following assumptions of fact. We have not independently verified any of these assumptions and have relied upon the Transaction Documents, the Tax Representation Letters, and the oral and written representations of the parties in accepting each of the following as true, correct, and complete:

1. The Transaction Documents have been duly authorized, executed, and delivered by all parties thereto and constitute valid, binding, and enforceable obligations of all parties in accordance with their respective terms under applicable law, including the Delaware Limited Liability Company Act.

2. All representations and certifications made by each of the Rollover Participants and by Ardent Capital in the Tax Representation Letters are true, correct, and complete in all material respects as of the date of this opinion and will remain true, correct, and complete in all material respects as of the Closing Date (May 31, 2024), and no Rollover Participant or representative of Ardent Capital has made any represe

3. The Merger and the rollover transactions will be consummated in accordance with the terms and conditions described in the Merger Agreement and the Rollover Contribution Agreements, without material modification, amendment, or waiver of any term or condition that could affect the federal income tax treatment of the rollover contributions.

4. Ardent Healthcare Holdings LLC is, and at all times through and including the Closing Date will continue to be, classified as a partnership for federal income tax purposes for the taxable year that includes the Closing Date. Holdings LLC has not filed, and will not file, an election under Treasury Regulations Section 301.7701-3 (Form 8832) to be classified as a corporation or as an association taxable as a corpora

5. Pinnacle Health Services Group LLC has been, and at all times through and including the Closing Date will continue to be, classified as a partnership for federal income tax purposes, consistent with its Employer Identification Number 82-1947632 and its operating history since its formation in August 2016. No election under Treasury Regulations Section 301.7701-3 has been filed by or on behalf of Pinnacle to change

6. No Rollover Participant is contributing Pinnacle membership interests to Holdings LLC as part of a plan, arrangement, or understanding, whether formal or informal, written or oral, that includes or contemplates a distribution of money or other consideration from Holdings LLC to such Rollover Participant or to a person related to such Rollover Participant (within the meaning of Section 707(b) of the Code), at or in

7. The Holdings LLC Agreement, including its provisions relating to capital account maintenance, allocations of income, gain, loss, and deduction, and distributions, complies with the requirements of Section 704(b) of the Code and Treasury Regulations Sections 1.704-1(b) and 1.704-2, including the requirement that allocations have substantial economic effect or be in accordance with the partners' interests in the par

8. The Class B Units received by each Rollover Participant constitute bona fide partnership interests in Holdings LLC and are not, in substance, debt instruments, options, warrants, convertible notes, or other contractual rights that are not properly characterized as partnership interests for federal income tax purposes.

9. Each of the Rollover Participants is a "United States person" as defined in Section 7701(a)(30) of the Code, and is a citizen or resident of the United States for federal income tax purposes.

10. The fair market value of the Class B Units received by each Rollover Participant is equal to the fair market value of the Pinnacle membership interests contributed by such Rollover Participant to Holdings LLC, in each case as determined by and set forth in the applicable Rollover Contribution Agreement. No Rollover Participant is receiving Class B Units with a value that is materially greater than or less than th

VI. OPINION Based on the facts set forth herein, the Transaction Documents reviewed, the assumptions set forth in Section V above, and the analysis of applicable law set forth in Section IV above, and subject in all respects to the qualifications and limitations set forth in Section VII below, it is our opinion as follows: A. Classification of Holdings LLC as a Partnership Based on our review of the Certificate of Fo

VII. QUALIFICATIONS AND LIMITATIONS The opinion expressed herein is subject to the following qualifications and limitations:

1. Applicability of Current Law. This opinion is based on the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published administrative pronouncements of the Internal Revenue Service (including Revenue Rulings and Revenue Procedures), and judicial decisions of the federal courts, in each case as in effect and available as of the date hereof. Changes in applicable law (whethe

2. Federal Income Tax Consequences Only. This opinion addresses only the federal income tax consequences of the rollover contributions under Section 721 of the Code. This opinion does not address any state, local, or foreign (including non-U.S.) tax consequences of the rollover contributions or of any other aspect of the Acquisition. State and local tax consequences of the Acquisition and the rollover contributions a

3. Section 83 and Unvested Equity. This opinion does not address the federal income tax consequences of the vesting provisions applicable to the Unvested Class B Units under Section 83 of the Code, including the consequences of filing (or failing to file) a Section 83(b) election. Those matters are addressed in our separate Profits Interest / Unvested Equity Memorandum dated March 8, 2024. To the extent the treatment

4. Future Transactions. This opinion does not address the federal income tax consequences of any subsequent disposition, redemption, repurchase, forfeiture, or transfer of Class B Units by any Rollover Participant, any distribution (whether in cash or in kind) by Holdings LLC to any member, or any future transaction, restructuring, recapitalization, or change of control involving Holdings LLC, Pinnacle, or any of the

5. Earnout Payments. This opinion does not address the federal income tax treatment of the earnout payments (maximum aggregate amount of Thirty-Five Million Dollars ($35,000,000)) payable to certain former members of Pinnacle under Article III of the Merger Agreement. The tax characterization of such earnout payments is separately addressed in our Earnout Tax Characterization Memorandum dated March 1, 2024.

6. Tax Receivable Agreement and Section 743(b). This opinion does not address the Tax Receivable Agreement dated May 28, 2024, or the Section 743(b) basis step-up available to Ardent Capital in connection with its acquisition of Class A Units, or the amortization or depreciation deductions arising from such basis step-up. Those matters are addressed in separate deliverables furnished by the Firm to Ardent Capital.

7. Scope of Opinion. No opinion is expressed as to any federal, state, local, or foreign tax matter not specifically and expressly addressed in this opinion. The omission of any particular issue or topic from this opinion should not be construed as an indication of our view, whether favorable or unfavorable, on such issue or topic.

8. Reliance and Beneficiaries. This opinion is rendered solely for the benefit of Ardent Capital Partners III LP and may not be relied upon by any other person or entity without our prior written consent. Notwithstanding the foregoing, we acknowledge that the Rollover Participants may need to rely on this opinion for purposes of their own federal income tax reporting with respect to the rollover contributions, and we

9. Non-Tax Matters. We express no view or opinion on the business, financial, economic, accounting, or non-tax legal aspects of the Acquisition or the rollover contributions, including without limitation the reasonableness of the enterprise value, the equity value, the rollover percentages, or the terms of the Holdings LLC Agreement.

10. No Guarantee. This opinion represents our best professional judgment as to the matters addressed herein, based on the facts, assumptions, and applicable law described above, but is not a guarantee of any particular tax result. The Internal Revenue Service could take a position contrary to the conclusions expressed herein, and there is no assurance that a court would agree with the conclusions expressed in this op

VIII. LEVEL OF OPINION Based on the facts, assumptions, and representations set forth above, and subject in all respects to the qualifications and limitations described in Section VII above, it is our opinion that it is "more likely than not" (i.e., there is a greater than fifty percent (50%) likelihood) that: (a) the contribution by each Rollover Participant of a portion of his or her Pinnacle membership interests t

IX. CONSENT AND RELIANCE This opinion is furnished to Ardent Capital Partners III LP solely in connection with the Acquisition and the rollover transactions described herein and may not be used, quoted, or relied upon for any other purpose or in connection with any other transaction. We consent to a copy of this opinion being furnished to each of the Rollover Participants (Dr. Raymond Carvallo, Dr. Nadia Ostrowski, a