Contract analysis

1. Opinion Documents The opinions set forth in this letter relate to the following agreements, each of which is referred to herein as an "Opinion Document" and which are collectively referred to as the "Opinion Documents":

1. Credit Agreement. The Credit Agreement, dated as of July 21, 2022, among Verimark Hospitality Group Inc. (as Borrower), the Guarantors party thereto, Crescent Harbor Bank, National Association (as Administrative Agent and Collateral Agent), and the Lenders party thereto (the "Credit Agreement"). The Credit Agreement provides for a senior secured Term Loan B facility in the aggregate principal amount of $700,000,00

2. Guarantee Agreement. The Guarantee Agreement, dated as of July 21, 2022, made by Verimark Resort Properties LLC, a Delaware limited liability company, VHG Management Services Inc., a Delaware corporation, Verimark Convention Holdings LLC, a Delaware limited liability company, Palmetto Beachfront Hotels LLC, a Florida limited liability company, and Cascadia Hospitality Corp., a Delaware corporation (each a "Guarant

3. Pledge and Security Agreement. The Pledge and Security Agreement, dated as of July 21, 2022, among the Borrower, the Guarantors, and Crescent Harbor Bank, National Association (as Collateral Agent) (the "Pledge and Security Agreement"). The Pledge and Security Agreement grants to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all assets of VHG and

4. Amended and Restated Intercreditor Agreement. The Amended and Restated Intercreditor Agreement, dated as of July 21, 2022, among Crescent Harbor Bank, National Association, in its capacity as agent under the Term Loan B Facility (the "TLB Agent"), Crescent Harbor Bank, National Association, in its capacity as agent under the $400,000,000 revolving credit facility (the "RCF Agent"), and the Lenders party thereto (t

2. Documents and Matters Examined In rendering the opinions set forth below, we have examined originals or copies of the following documents, instruments, and other materials: (a) Executed counterparts of each of the Opinion Documents, including all exhibits, schedules, and annexes thereto; (b) The Omnibus Secretary's Certificate dated July 21, 2022, executed by Priya Narayanan in her capacity as Corporate Secretary

3. Assumptions In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following: (a) Genuineness and Authenticity. All signatures on all documents reviewed by us are genuine and authentic. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies, whether certified or uncertified, conform to th

4. Enforceability Opinions Based upon the foregoing and subject to the assumptions set forth in Section 3, the qualifications, exceptions, and limitations set forth in Section 5, and the other limitations set forth in Section 6, we are of the following opinions: 4.1 Credit Agreement The Credit Agreement constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordanc

5. Qualifications, Exceptions, and Limitations The opinions expressed herein are subject to the following qualifications, exceptions, and limitations: 5.1 Bankruptcy, Insolvency, and Similar Laws The enforceability opinions set forth in Section 4 above are subject to the effect of bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent transfer, fraudulent conveyance, preferentia

6. Reliance, Benefit, and Other Limitations 6.1 Governing Law Limitation This opinion is limited in all respects to the internal laws of the State of New York as currently in effect, without regard to principles of conflict of laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). We express no opinion as to the laws of any other jurisdiction, including without limitation: (a) the laws