Contract analysis

I. DOCUMENTS EXAMINED In connection with the opinions rendered herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):

1. The Certificate of Limited Partnership of Harrowgate Private Equity Fund V LP, as filed with the Secretary of State of the State of Delaware on July 22, 2025 (the "Fund Certificate").

2. The Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of August 15, 2025, by and among the General Partner and the Limited Partners party thereto (the "LPA").

3. The Certificate of Formation of Harrowgate Fund V GP LLC, as filed with the Secretary of State of the State of Delaware on July 18, 2025 (the "GP Certificate").

4. The Limited Liability Company Agreement of Harrowgate Fund V GP LLC, dated as of July 18, 2025, by Harrowgate Capital Partners LLC as sole member (the "GP LLC Agreement").

5. The Certificate of Formation of Harrowgate Capital Partners LLC, as on file with the Secretary of State of the State of Delaware, and the Amended and Restated Limited Liability Company Agreement of Harrowgate Capital Partners LLC, dated as of March 10, 2017 (as amended through the date hereof) (collectively, the "HCP Organizational Documents").

6. The Subscription Agreements executed by each Limited Partner subscribing at the First Close, together with the related Investor Questionnaires completed by each such Limited Partner in connection therewith (collectively, the "Subscription Documents").

7. The side letters entered into between the General Partner and certain Limited Partners in connection with the First Close, including all schedules and exhibits thereto (the "Side Letters").

8. A Certificate of Good Standing for Harrowgate Private Equity Fund V LP issued by the Secretary of State of the State of Delaware, dated August 14, 2025.

9. A Certificate of Good Standing for Harrowgate Fund V GP LLC issued by the Secretary of State of the State of Delaware, dated August 14, 2025.

10. A Certificate of Good Standing for Harrowgate Capital Partners LLC issued by the Secretary of State of the State of Delaware, dated August 14, 2025.

11. Resolutions of Harrowgate Capital Partners LLC, as sole member of the General Partner, adopted by written consent effective as of August 12, 2025, authorizing the execution, delivery, and performance of the LPA and the transactions contemplated thereby, including the acceptance of capital commitments at the First Close and the execution and delivery of the Side Letters and the Credit Agreement (the "Authorizing R

12. An Officer's Certificate of the General Partner, executed by Marcus J. Harrowgate, Chief Executive Officer, and Jonathan P. Birch, Chief Financial Officer, dated the date hereof, as to certain factual matters set forth therein (the "Officer's Certificate").

13. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of the opinions expressed herein, including telephone confirmations from the office of the Secretary of State of the State of Delaware with respect to the good standing of the Fund, the General Partner, and HCP as of the date hereof. We refer to Items 1 through 13 above, together wi

II. ASSUMPTIONS In rendering the opinions set forth in Section III below, we have assumed, without independent investigation or verification, the following:

1. Authenticity and Conformity. All documents submitted to us as originals are authentic. All documents submitted to us as certified, conformed, or photostatic copies conform to the originals thereof. All signatures on all documents examined by us are genuine, and all natural persons who executed any of the Opinion Documents were competent to do so at the time of execution.

2. Legal Capacity. Each natural person executing any Opinion Document had the legal capacity to do so at the time of such execution.

3. Organization and Standing of Third Parties. Each party to the Opinion Documents (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein) is duly organized or formed, validly existing, and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite organizational power and authority to own, lease, and operate its properti

4. Power, Authority, and Action of Third Parties. Each party to the Opinion Documents (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein) has all requisite power and authority, and has taken all necessary corporate, limited liability company, limited partnership, trust, or other organizational action, to authorize the execution, delivery, and performance of each

5. Binding Obligations of Third Parties. Each Opinion Document constitutes the legal, valid, and binding obligation of each party thereto (other than the Fund, the General Partner, and HCP, as to matters expressly covered by our opinions herein), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to gene

6. No Violations by Third Parties. The execution and delivery of each Opinion Document and the performance of the obligations thereunder by each party thereto (other than the Fund, the General Partner, and HCP) do not and will not violate, conflict with, or result in a breach of or default under any agreement, instrument, order, judgment, decree, or applicable law to which any such party is a party or by which any su

7. Accuracy of Factual Statements. The factual statements, representations, and warranties contained in the Officer's Certificate and in the Subscription Documents are true, correct, and complete in all material respects as of the date hereof, and no event has occurred that would render any such statement, representation, or warranty untrue or misleading in any material respect.

8. Qualified Purchaser and Accredited Investor Status. Each Limited Partner subscribing at the First Close is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and such status has been

9. Due Subscription. All capital commitments accepted at the First Close have been duly made in accordance with the procedures set forth in the Subscription Documents and the LPA, and the General Partner has accepted each such capital commitment in accordance with the terms and conditions of the LPA and the applicable Subscription Documents.

10. Adequate Consideration. The consideration for each Limited Partner's interest in the Fund is adequate and lawful, and no Limited Partner's capital commitment is subject to any claim of avoidance, setoff, counterclaim, or defense. We have made no independent factual investigation for the purpose of rendering this Opinion, and we have relied exclusively upon the Opinion Documents and the assumptions set forth above

III. OPINIONS Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Section IV below, we are of the opinion that: 3.1 Due Formation and Valid Existence of the Fund Harrowgate Private Equity Fund V LP is a limited partnership duly formed and validly existing under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (th

IV. QUALIFICATIONS, EXCEPTIONS, AND LIMITATIONS The opinions set forth in Section III above are subject to and limited by the following qualifications, exceptions, and limitations: 4.1 Enforceability Qualifications The enforceability opinions expressed in Section 3.5 above (and to the extent the enforceability of any obligation is relevant to the other opinions expressed herein) are subject to and limited by: (a) Ban

V. RELIANCE AND OTHER MATTERS This Opinion is rendered solely for the benefit of the addressees hereof and the Limited Partners admitted to the Fund at the First Close, and may not be relied upon, quoted, referred to, or furnished to any other person or entity without our prior written consent in each instance. Notwithstanding the foregoing, Ashford National Bank, N.A. may rely on this Opinion in connection with the

1. Harrowgate Capital Partners LLC Attn: Catherine E. Loomis, General Counsel & Chief Compliance Officer 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803

2. Jonathan P. Birch Partner, Head of Operations & Chief Financial Officer Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803

3. Ashford National Bank, N.A. Attn: Lisa M. Osterberg, Managing Director, Fund Finance 300 Vesey Street New York, New York 10282

4. Pinnacle Fund Services LLC Attn: David L. Prentiss, Client Relationship Director 100 Summer Street, Suite 2400 Boston, Massachusetts 02110 (to the extent required under the Fund Administration Agreement, dated as of August 1, 2025, between the Fund and Pinnacle Fund Services LLC) This opinion letter constitutes the work product of Calderwood & Harkness LLP and is provided on a confidential basis solely for the ben