Contract analysis

1. Introduction and Engagement We have acted as special Alabama counsel to Calderwood & Harkness LLP ("Calderwood & Harkness"), counsel to Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "Borrower"), in connection with the Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders

2. Defined Terms and Documents Reviewed 2.1 Defined Terms As used in this opinion letter, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. "Credit Agreement" means the Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among Whitmore Aerospace LLC, as Borrower, the

1. An executed copy of the Credit Agreement dated as of January 30, 2026, among Whitmore Aerospace LLC, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender;

2. An executed copy of the Guarantee Agreement dated as of January 30, 2026, executed by the Subsidiary Guarantors (including WPS) in favor of Prescott National Bank, N.A., as Administrative Agent;

3. An executed copy of the Pledge and Security Agreement dated as of January 30, 2026, executed by WAL and the Subsidiary Guarantors (including WPS) in favor of Prescott National Bank, N.A., as Collateral Agent;

4. An executed copy of the Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of January 30, 2026, granted by WPS in favor of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, Madison County, Alabama, in recordable form for the Office of the Judge of Probate of Madison County, Alabama;

5. A certified copy of the Certificate of Incorporation and bylaws (as currently in effect) of Whitmore Propulsion Systems, Inc. (Delaware Secretary of State Filing No. 6104873), including all amendments thereto;

6. Certified copies of the resolutions of the Board of Directors of WPS, adopted on January 22, 2026, authorizing the execution, delivery, and performance by WPS of each of the Loan Documents to which WPS is a party, together with related certificates of the Secretary of WPS attesting to the adoption and continued effectiveness of such resolutions;

7. An Officer's Certificate of WPS dated January 30, 2026, executed by the Chief Financial Officer and the Secretary of WPS, including incumbency certifications with respect to each officer of WPS authorized to execute the Loan Documents on behalf of WPS;

8. A Certificate of Good Standing for WPS issued by the Delaware Secretary of State, dated January 27, 2026;

9. A Certificate of Qualification (Certificate of Authority) for WPS to transact business in the State of Alabama as a foreign corporation, issued by the Alabama Secretary of State, confirming that WPS is duly qualified and authorized to transact business in the State of Alabama, together with a Certificate of Good Standing for WPS issued by the Alabama Secretary of State dated January 24, 2026;

10. The title commitment for the Mortgaged Property issued by Keystone National Title Services, LLC, under commitment number KNT-2026-00418, with an effective date of January 15, 2026 (the "Title Commitment"), naming Prescott National Bank, N.A., as Collateral Agent, as the proposed insured, prepared under the supervision of title officer Maria Soto;

11. A copy of the existing mortgage encumbering the Mortgaged Property, recorded in the Office of the Judge of Probate of Madison County, Alabama, in Instrument Book 2021, Page 4417, recorded on March 19, 2021, in favor of the lender under the Existing Facility (the "Existing Mortgage"), which Existing Mortgage is to be discharged and released upon payoff of the Existing Facility in connection with the closing of the

12. A copy of the UCC-1 financing statement to be filed against WPS, as debtor, with the Delaware Secretary of State, which filing is being made in Delaware because WPS is a Delaware corporation and, under applicable provisions of the Uniform Commercial Code, the filing jurisdiction for personal property security interests in a registered organization is the jurisdiction of organization. We note that this opinion add

13. Such other certificates, documents, records, and instruments as we have deemed necessary or appropriate for the purpose of rendering the opinions expressed herein, including the results of searches of the public records of Madison County, Alabama, and searches of the Alabama Secretary of State's office, in each case as of recent dates prior to the date hereof. We have also made such inquiries of officers and repr

3. Assumptions In rendering the opinions set forth in this letter, we have, with your consent and the consent of Calderwood & Harkness, assumed the following without independent investigation or verification: (a) All signatures on documents reviewed by us are genuine, and all natural persons who have executed documents in connection with the transactions contemplated by the Loan Documents had, at the time of executio

4. Opinions Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section 5 below, we are of the opinion that: 4.1 Qualification to Do Business in Alabama WPS is duly qualified as a foreign corporation and is authorized to transact business in the State of Alabama. Based on the Certificate of Authority issued by the Alabama Secretary of State and the Certifica

5. Qualifications and Limitations The opinions expressed in this letter are subject to the following qualifications, exceptions, and limitations: Governing Law Limitation. This opinion is limited solely to the laws of the State of Alabama as in effect on the date hereof, and we express no opinion as to the laws of any other jurisdiction, including without limitation the laws of the State of New York, the State of Del

6. Reliance and Distribution This opinion is rendered solely for the benefit of the addressees hereof — namely, Prescott National Bank, N.A., as Administrative Agent and Collateral Agent, each of the Lenders party to the Credit Agreement on the date hereof, and Calderwood & Harkness LLP — and solely in connection with the transactions described herein. This opinion may not be relied upon by any other person or entity