Contract analysis

1. Introduction We have acted as counsel to Verimark Hospitality Group Inc., a corporation duly incorporated under the laws of the State of Delaware (the "Issuer" or "VHG"), in connection with the issuance and sale by VHG of $500,000,000 aggregate principal amount of its 8.250% Senior Notes due 2031 (the "Notes") pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"

2. Documents Examined In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents: (1) The Indenture dated as of June 25, 2024 (the "Indenture") among the Issuer, the Guarantors, and Fidelitas Trust Company, N.A., as Trustee; (2) The 8.250% Senior Notes due 2031 in the aggregate principal amount of $500,000,0

3. Assumptions In rendering the opinions set forth herein, we have, with your consent, made the following assumptions, without independent verification: (a) All signatures on all documents examined by us are genuine, and all documents submitted to us as originals are authentic and complete. (b) All documents submitted to us as copies, whether certified or otherwise, conform in all material respects to the originals t

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 Due Organization and Good Standing VHG is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Based on the good standing certificates described in Section 2 above, each dated June 20, 20

5. Qualifications and Limitations The opinions set forth in Section 4 above are subject to the following qualifications and limitations: 5.1 Jurisdictional Limitation The opinions expressed herein are limited in all respects to the laws of the State of New York, the General Corporation Law of the State of Delaware (the "DGCL"), the Delaware Limited Liability Company Act (the "DLLCA"), the Florida Revised Limited Liab

6. Reliance and Benefit This opinion letter is furnished to you, the addressees hereof, solely in connection with the transactions contemplated by the Purchase Agreement and the Indenture and is not to be used, circulated, quoted, or otherwise relied upon for any other purpose. This opinion letter may be relied upon by the following parties: (a) the Initial Purchasers, namely Kensington Barrow & Co., Ridgeline Capita

7. Signature We consent to the filing of this opinion letter as an exhibit to any registration statement that may be filed by VHG in connection with the Registration Rights Agreement, if and to the extent required. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated th