Contract analysis

I. Introduction We have acted as counsel to Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware (the "Borrower" or "VHG"), and each of the Guarantors identified herein (as defined below), in connection with the Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among (a) the Borrower, (b) the Guarantors party thereto, (c) Crescent Harbor Bank, National As

II. Definition of Opinion Parties As used in this opinion letter: "Borrower" means Verimark Hospitality Group Inc., a corporation organized under the laws of the State of Delaware (EIN: 82-3741956; Delaware File Number: 7291843), with its principal office located at 8200 West Palmetto Park Road, Suite 1500, Boca Raton, Florida 33433. "Guarantors" means each of the following entities: (a) Verimark Resort Properties LL

III. Definition of Opinion Documents The term "Loan Documents" as used in this opinion letter refers to the following agreements, instruments, certificates, and documents, each of which is listed on Schedule I attached hereto:

1. The Credit Agreement dated as of July 21, 2022 (the "Credit Agreement"), among the Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto;

2. The Guarantee Agreement dated as of July 21, 2022 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Administrative Agent;

3. The Pledge and Security Agreement dated as of July 21, 2022 (the "Pledge and Security Agreement"), among the Opinion Parties and Crescent Harbor Bank, N.A., as Collateral Agent;

4. The Amended and Restated Intercreditor Agreement dated as of July 21, 2022 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. (in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, and as administrative agent under the Existing Revolving Credit Facility (as defined therein)), the Borrower, and the Guarantors party thereto;

5. The Perfection Certificate dated as of July 21, 2022 (the "Perfection Certificate"), executed by the Borrower;

6. The Borrowing Request — Initial Drawdown dated July 21, 2022 (the "Borrowing Request"), executed by the Borrower;

7. The Compliance Certificate dated July 21, 2022 (the "Compliance Certificate"), executed by the Borrower;

8. Each Promissory Note issued on the date hereof in favor of the Lenders (collectively, the "Notes"); and

9. Each mortgage, deed of trust, assignment of leases and rents, and security agreement to be delivered on or after the date hereof in connection with the Credit Agreement (collectively, the "Mortgages"), covering the 42 mortgaged hotel properties identified in the Credit Agreement and the related schedules. The Mortgages are to be delivered post-closing by August 5, 2022, pursuant to the Post-Closing Letter Agreemen

IV. Documents and Matters Examined In rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, agreements, and certificates:

1. The Loan Documents, each in its final execution version delivered on the date hereof (or, in the case of the Mortgages, in the form approved by the parties for post-closing delivery);

2. The Certificate of Incorporation of Verimark Hospitality Group Inc. (as amended through the date hereof), the Certificate of Formation of Verimark Resort Properties LLC, the Certificate of Incorporation of VHG Management Services Inc., the Certificate of Formation of Verimark Convention Holdings LLC, the Articles of Organization of Palmetto Beachfront Hotels LLC, and the Certificate of Incorporation of Cascadia Ho

3. The Amended and Restated Bylaws of Verimark Hospitality Group Inc. (effective March 15, 2021), the Amended and Restated Limited Liability Company Agreement of Verimark Resort Properties LLC, the Bylaws of VHG Management Services Inc., the Amended and Restated Limited Liability Company Agreement of Verimark Convention Holdings LLC, the Operating Agreement of Palmetto Beachfront Hotels LLC, and the Bylaws of Cascadi

4. Certificates of Good Standing (or equivalent certificates of status) for each Opinion Party, as follows: (a) Verimark Hospitality Group Inc. — certificate of good standing from the Secretary of State of the State of Delaware, dated July 19, 2022, and certificate of status from the Department of State of the State of Florida, dated July 18, 2022; (b) Verimark Resort Properties LLC — certificate of good standing fro

5. The resolutions of the Board of Directors of Verimark Hospitality Group Inc. adopted on May 12, 2022, authorizing the refinancing of the Borrower's existing term loan indebtedness, the execution and delivery of the Credit Agreement and the related Loan Documents, the borrowing of up to $700,000,000 under the Term Loan B Facility, and the granting of security interests and liens in connection therewith;

6. The resolutions or written consents, as applicable, of the governing bodies (including the boards of directors, boards of managers, or sole members, as the case may be) of each Guarantor, authorizing the execution, delivery, and performance by such Guarantor of each Loan Document to which such Guarantor is a party, including the Guarantee Agreement and the Pledge and Security Agreement;

7. The Omnibus Secretary's Certificate dated July 21, 2022, executed by Priya Narayanan, General Counsel and Corporate Secretary of Verimark Hospitality Group Inc., certifying as to the Organizational Certificates, Governing Documents, resolutions, and good standing of each Opinion Party (the "Secretary's Certificate");

8. The Incumbency Certificate dated July 21, 2022, certifying the names, titles, and specimen signatures of the following officers of VHG: Marcus Delvecchio, Chief Executive Officer; Renata Haines, Chief Financial Officer; Priya Narayanan, General Counsel and Corporate Secretary; and Glenn Fischbach, Treasurer (the "Incumbency Certificate");

9. The Officer's Closing Certificate dated July 21, 2022, executed by Renata Haines, Chief Financial Officer, and Priya Narayanan, General Counsel and Corporate Secretary, certifying as to the satisfaction of the conditions precedent to the initial borrowing under the Credit Agreement (the "Officer's Closing Certificate");

10. The Solvency Certificate dated July 21, 2022, executed by Renata Haines, Chief Financial Officer, certifying as to the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement and the incurrence of $700,000,000 of indebtedness under the Term Loan B Facility (the "Solvency Certificate");

11. The Opinion Backup Certificate dated July 21, 2022, executed by Priya Narayanan, General Counsel and Corporate Secretary, setting forth certain factual representations and confirmations for purposes of this opinion letter (the "Opinion Backup Certificate");

12. The Commitment Letter dated May 27, 2022, among the Borrower, Crescent Harbor Bank, N.A., and the other commitment parties named therein;

13. The Fee Letter dated May 27, 2022, among the Borrower and Crescent Harbor Bank, N.A.;

14. UCC-1 financing statements naming each Opinion Party as debtor and Crescent Harbor Bank, N.A. (as Collateral Agent) as secured party, in the forms to be filed with the Secretary of State of the State of Delaware and the Florida Secured Transaction Registry, as applicable;

15. UCC, federal tax lien, judgment, and litigation search results for Verimark Hospitality Group Inc. and each Guarantor, conducted in the States of Delaware, Florida, New York, and California, each dated not earlier than July 14, 2022; and

16. Such other documents, records, agreements, certificates, corporate and limited liability company records, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

V. Assumptions In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following:

1. Genuineness of Signatures. All signatures on all documents examined by us (other than the signatures of the Opinion Parties and their respective officers, members, managers, and authorized signatories) are genuine.

2. Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise) conform to the originals thereof. All documents that have been submitted in draft or unsigned form will conform in all material respects to the execution versions thereof.

3. Legal Capacity. Each natural person executing any document examined by us (whether on behalf of the Opinion Parties or any other party) had, at the time of execution, the legal capacity to do so.

4. Due Organization and Authority of Crescent Harbor Bank, N.A. and the Lenders. Crescent Harbor Bank, N.A. and each Lender are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization, have all requisite corporate or other organizational power and authority to execute, deliver, and perform their respective obligations under the Loan Documents to which th

5. Enforceability Against Crescent Harbor Bank, N.A. and the Lenders. The Credit Agreement and the other Loan Documents constitute legal, valid, binding, and enforceable obligations of Crescent Harbor Bank, N.A. and each Lender party thereto, enforceable against each of them in accordance with their respective terms.

6. Satisfaction of Conditions Precedent. All conditions precedent to the obligations of the Lenders under Article IV of the Credit Agreement have been satisfied or validly waived in accordance with the terms of the Credit Agreement, including but not limited to the delivery of all closing deliverables required thereunder.

7. Accuracy of Loan Documents. The Loan Documents accurately describe the actual agreement and understanding of the parties thereto with respect to the matters set forth therein, and the parties have performed and will continue to perform their respective obligations thereunder in accordance with the terms thereof and applicable law.

8. Fair Consideration. Fair consideration and reasonably equivalent value have been given for all obligations of the Opinion Parties under the Loan Documents, including the guarantees made by the Guarantors under the Guarantee Agreement and the security interests granted under the Pledge and Security Agreement.

9. Solvency. Each of the Opinion Parties is solvent (as such term is used in applicable fraudulent conveyance and fraudulent transfer statutes) as of the date hereof, both before and after giving effect to the transactions contemplated by the Loan Documents, as confirmed by the Solvency Certificate delivered by Renata Haines, Chief Financial Officer of VHG, on the date hereof. We have not independently verified the i

10. Choice of Law. The choice of the laws of the State of New York as the governing law of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and the Intercreditor Agreement is valid, effective, and would be honored by any court before which enforcement of such Loan Documents might be sought.

11. Accuracy of Perfection Certificate. The information set forth in the Perfection Certificate, including information regarding the legal names, jurisdictions of organization, prior names, and locations of collateral of the Opinion Parties, is accurate, complete, and has not changed since the date thereof.

VI. Opinions Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Sections VII, VIII, and IX below, we are of the opinion that: A. Due Organization; Valid Existence; Good Standing

1. Verimark Hospitality Group Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

2. Verimark Resort Properties LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

3. VHG Management Services Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

4. Verimark Convention Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

5. Palmetto Beachfront Hotels LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida.

6. Cascadia Hospitality Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. With respect to the foregoing opinions, our opinions as to the valid existence and good standing of each Opinion Party are limited to its jurisdiction of organization and are based solely on the certificates of good standing (or certificates of status) described in Section

1. Organizational Documents. Violate or contravene the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, articles of organization, operating agreement, or other organizational or governing document of any Opinion Party;

2. Applicable Laws. Violate or contravene any law, statute, rule, or regulation of the State of New York or the federal laws of the United States that in our experience is generally applicable to transactions of the type contemplated by the Loan Documents. This opinion does not extend to (i) laws, rules, and regulations specific to the hospitality, hotel management, food service, or gaming industries, (ii) environmen

3. Material Agreements. Result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or require any consent that has not been obtained under, any material agreement or instrument listed in Schedule I to the Opinion Backup Certificate to which any Opinion Party is a party or by which any Opinion Party or any of its properties i

4. Liens. Result in the creation or imposition of any lien, security interest, charge, or encumbrance on any property or asset of any Opinion Party, other than the liens and security interests created under the Loan Documents. G. No Governmental Approvals Required No authorization, approval, consent, license, order, registration, or filing with any governmental authority of the State of New York or the United States

1. Filings necessary to perfect the security interests created under the Pledge and Security Agreement, including (a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware (naming VHG, Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp., respectively, as debtors), (b) the filing of UCC-1 financing statem

2. The recordation of the Mortgages in the applicable county recording offices and land registries in the States of Florida, New York, California, Texas, Georgia, Colorado, Arizona, Illinois, Washington, Oregon, Nevada, and Virginia, covering the 42 mortgaged hotel properties identified in the Credit Agreement; and

3. Such authorizations, approvals, consents, registrations, and filings as have already been obtained or made as of the date hereof. H. No Violation of Margin Regulations No part of the proceeds of the $700,000,000 Term Loan B Facility will be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U (12 C.F.R. Part 221) of the Board of Governors of

I. Security Interest Opinions (UCC Matters)

1. The Pledge and Security Agreement creates a valid security interest in favor of Crescent Harbor Bank, N.A. (in its capacity as Collateral Agent), for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), in the personal property collateral described in the Pledge and Security Agreement (the "Personal Property Collateral"), to the extent that Article 9 of the Uniform Commercial Code as in

2. Upon the filing of properly completed UCC-1 financing statements with (a) the Secretary of State of the State of Delaware (with respect to Verimark Hospitality Group Inc., Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, and Cascadia Hospitality Corp., each of which is organized under the laws of the State of Delaware), and (b) the Florida Secured Transaction Registry

3. To the extent the Pledge and Security Agreement covers the equity interests owned by the Opinion Parties in each direct domestic subsidiary and 65% of the voting equity interests in any first-tier foreign subsidiary, and to the extent such equity interests constitute "certificated securities" under Article 8 of the NY UCC, the security interest therein will be perfected upon delivery to the Collateral Agent of the

VII. No Litigation Opinion Based solely on (a) the representations and certifications set forth in the Opinion Backup Certificate executed by Priya Narayanan, General Counsel and Corporate Secretary of VHG, on the date hereof, and (b) the representations and certifications set forth in the Officer's Closing Certificate executed by Renata Haines, Chief Financial Officer, and Priya Narayanan, General Counsel and Corpor