Contract analysis

1. Documents and Materials Examined In connection with the preparation and rendering of the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, instruments, records, and materials (collectively, the "Reviewed Documents"): 1.1 The Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP (the "LPA"), dated as

2. Assumptions In rendering the opinions set forth in this Opinion, we have assumed, without independent investigation, verification, or inquiry, each of the following (collectively, the "Assumptions"). The opinions expressed herein are expressly conditioned upon the accuracy and completeness of these Assumptions, and if any of these Assumptions proves to be inaccurate or incomplete in any respect, the opinions expre

3. Opinions Based upon and subject to the foregoing, and subject further to the qualifications, limitations, exceptions, and assumptions set forth in this Opinion, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that: Opinion 3.1 — Securities Act Exemption (Section 4(a)(2) and Regulation D, Rule 506(b)) Based on the foregoing review of the Reviewed Documents and subjec

4. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications, limitations, and exceptions: 4.1 Scope Limitations (a) This Opinion is limited solely to (i) the federal securities laws of the United States, specifically the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (including Regulation D), and (ii) the Investment C

5. Governing Law This Opinion is governed by, and shall be construed in accordance with, the laws of the State of Delaware and the federal laws of the United States of America, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. Any disputes arising out of or in connection with this Opinion, including any question regarding its existence, valid

6. Reliance and Restrictions on Use This Opinion is rendered solely for the benefit of Harrowgate Fund V GP LLC, in its capacity as General Partner of the Fund, and Harrowgate Capital Partners LLC, in its capacity as Sponsor and investment adviser to the Fund, and their respective successors and assigns (collectively, the "Addressees"). This Opinion may not be relied upon by any other person or entity, and no other p

7. No Obligation to Update We assume no obligation to update, revise, or supplement this Opinion to reflect any facts, circumstances, developments, or events that may come to our attention after the date hereof, or any changes in applicable law, rule, regulation, or judicial or administrative interpretation that may occur after the date hereof, whether or not such facts, circumstances, developments, events, or change