Contract analysis

I. Documents Examined In connection with the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Reviewed Documents"): (a) The Stock Purchase Agreement, dated as of February 10, 2025, by and among the Purchaser, the Company, and the Selling Stockholders (the "Purchase Agreement"). (b) The Escrow Agreemen

II. Assumptions In rendering the opinions set forth below, we have assumed, without independent investigation or verification, the following: (a) The genuineness of all signatures on all documents examined by us (other than the signatures of the Company and the Selling Stockholders, as to which we have made no such assumption), the legal capacity of all natural persons who have executed documents, the authenticity of

III. Opinions Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section IV below, we are of the opinion that: Opinion 1 — Due Organization of the Company MedVance Health Systems, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business and is in goo

IV. Qualifications and Limitations The opinions set forth in Section III above are subject to the following qualifications and limitations: A. Enforceability Exceptions The enforceability opinion set forth in Opinion 6 above is subject to and limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer, fraudulent conveyance, preference, and similar laws of general

V. Reliance and Distribution This opinion letter is furnished solely for the benefit of the addressee, Ardent Healthcare Holdings Inc., and its counsel, Calderwood & Harkness LLP, in connection with the Closing and the consummation of the Transactions, and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Whitaker, Poole & Simms LLP. This opinion lett

I. Credit Facility / Indebtedness

1. Granton Savings Bank, N.A. — Term Loan Agreement, dated as of September 15, 2021, by and between MedVance Health Systems, Inc., as borrower, and Granton Savings Bank, N.A., as lender, in the original principal amount of $41,300,000 (as amended by the First Amendment dated March 1, 2023, and the Second Amendment dated November 15, 2024). Note: This indebtedness is being retired in full at the Closing. The Payoff Le

II. Managed Care and Payor Agreements

2. BlueLine Health Plan of Tennessee — Managed Care Participation Agreement, dated as of January 1, 2022, by and between MedVance Health Systems, Inc. and BlueLine Health Plan of Tennessee, as amended and in effect on the date hereof.

3. SouthPoint Insurance Co. — Provider Services Agreement, dated as of April 15, 2021, by and between MedVance Health Systems, Inc. and SouthPoint Insurance Co., as amended and in effect on the date hereof.

III. Technology and Services Agreements

4. Vertex Health Technologies Inc. — Master Services Agreement, dated as of June 1, 2022, by and between MedVance Health Systems, Inc. and Vertex Health Technologies Inc., for the provision of information technology systems, electronic health records, and related services, as amended and in effect on the date hereof.

5. Corporate Headquarters Lease — Office Lease Agreement, by and between MedVance Health Systems, Inc., as tenant, and West End Properties LLC, as landlord, for the premises located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205, as amended and in effect on the date hereof.

6. Healthcare Facility Leases — Lease agreements for each healthcare facility operated by the Company, as identified on Schedule 3.14 to the Purchase Agreement, including without limitation the following locations: (a) MedVance Clinic — Franklin, Tennessee (321 Cool Springs Boulevard, Franklin, TN 37067); (b) MedVance Clinic — Chattanooga, Tennessee (1400 McCallie Avenue, Suite 200, Chattanooga, TN 37404); (c) MedVan

7. Daniel Burch — Employment Agreement, dated as of March 1, 2020, by and between MedVance Health Systems, Inc. and Daniel Burch, Chief Executive Officer, as amended and in effect on the date hereof.

8. Angela Moretti — Employment Agreement, dated as of July 15, 2020, by and between MedVance Health Systems, Inc. and Angela Moretti, Chief Financial Officer, as amended and in effect on the date hereof.

9. Dr. Samir Patel — Employment Agreement, dated as of September 1, 2021, by and between MedVance Health Systems, Inc. and Samir Patel, M.D., Chief Medical Officer, as amended and in effect on the date hereof.

10. Karen Tolliver — Employment Agreement, dated as of January 15, 2021, by and between MedVance Health Systems, Inc. and Karen Tolliver, Chief Operating Officer, as amended and in effect on the date hereof. The list of Specified Contracts set forth in this Annex A was furnished to Whitaker, Poole & Simms LLP by the Company and the Selling Stockholders and was reviewed and confirmed by Calderwood & Harkness LLP, as c