Contract analysis

I. Introduction and Scope Calderwood & Harkness LLP ("Calderwood & Harkness," "we," or "our firm") has acted as counsel to Verimark Hospitality Group Inc., a corporation organized and existing under the laws of the State of Delaware ("VHG," the "Issuer," or the "Company"), in connection with the issuance by VHG of $500,000,000 aggregate principal amount of its 8.250% Senior Notes due July 1, 2031 (the "Notes"). This

II. Documents Reviewed and Assumptions A. Documents Reviewed In rendering the opinions set forth herein, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Indenture dated as of June 25, 2024, among VHG, the Guarantors, and Fidelitas Trust Company, N.A., as Trustee, together with all exhibits, schedules, and annexes thereto;

2. The Form of 144A Global Note attached as Exhibit A-1 to the Indenture, bearing CUSIP No. 923847 AA 5 and ISIN No. US923847AA52;

3. The Form of Regulation S Global Note attached as Exhibit A-2 to the Indenture, bearing CUSIP No. U92384 AA 8 and ISIN No. USU92384AA83;

4. The Purchase Agreement dated June 18, 2024, among VHG, the Guarantors, and Kensington Barrow & Co., as Representative of the Initial Purchasers;

5. The Final Offering Memorandum dated June 18, 2024, relating to the offering and sale of the Notes;

6. The Registration Rights Agreement dated as of June 25, 2024 (the "Registration Rights Agreement"), among VHG, the Guarantors, and Kensington Barrow & Co., as Representative of the Initial Purchasers;

7. The Officer's Certificate of VHG dated June 25, 2024, executed by Patricia R. Henning, Chief Financial Officer, delivered in connection with the closing of the offering;

8. The Secretary's Certificate of VHG dated June 25, 2024, executed by David K. Moretti, General Counsel & Secretary, attaching true and correct copies of (a) the Amended and Restated Certificate of Incorporation of VHG, as currently in effect, (b) the Amended and Restated Bylaws of VHG, as currently in effect, and (c) the resolutions of the Board of Directors of VHG authorizing the issuance of the Notes and the exec

9. The resolutions of the Board of Directors of VHG adopted on June 14, 2024, authorizing, among other things, the issuance and sale of the Notes and the execution, delivery, and performance of each of the Transaction Documents;

10. The Tax Structure Memorandum prepared by Calderwood & Harkness LLP dated May 1, 2024, analyzing the anticipated U.S. federal income tax consequences of the proposed issuance of the Notes (the "Tax Structure Memorandum");

11. The audited consolidated financial statements of VHG and its subsidiaries for the fiscal years ended December 31, 2023 and December 31, 2022, together with the independent auditors' reports thereon issued by Palladian & Howe LLP (Kenneth W. Sturgis, Engagement Partner), as included in the Final Offering Memorandum; and

12. Various representations and certifications provided to us by officers of VHG, including those provided by Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel & Secretary, relating to the business, financial condition, and tax position of VHG and the terms and circumstances of the issuance of the Notes. We have also reviewed such other documents, instruments, certificates, records,

1. All documents submitted to us as originals are authentic and complete, all documents submitted to us as copies conform to the originals thereof, and all signatures on documents reviewed by us are genuine.

2. The transactions contemplated by the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the other Transaction Documents were consummated in accordance with the terms described therein and in the Final Offering Memorandum, and no party thereto has taken or will take any action inconsistent with the terms of such documents.

3. VHG is, and at all relevant times has been, classified as a corporation for U.S. federal income tax purposes within the meaning of Section 7701(a)(3) of the Code and the Treasury Regulations promulgated thereunder.

4. No party to the transactions described herein has taken or will take any action, or has failed or will fail to take any action, that is inconsistent with the treatment of the Notes as described in this opinion letter.

5. The stated redemption price at maturity of each Note equals $1,000 per $1,000 of principal amount, which amount represents the sum of all payments to be made under the Note other than payments of qualified stated interest (as defined in Treasury Regulation § 1.1273-1(c)).

6. The issue price of the Notes for U.S. federal income tax purposes is 98.500% of the principal amount thereof, i.e., $985 per $1,000 principal amount of Notes, as determined by reference to the first price at which a substantial amount of the Notes was sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers), wi

7. The representations and certifications provided to us by officers of VHG, including those relating to VHG's financial condition, business operations, capitalization, debt levels, adjusted taxable income, and other matters, are true, complete, and correct in all material respects as of the date hereof and will remain so as of the dates relevant to the conclusions expressed herein.

8. There are no oral or written agreements, understandings, or arrangements among the parties or between any party and any third party that would modify, supplement, or otherwise affect the tax treatment of the Notes or the transactions described herein.

III. Opinion — Classification of the Notes as Debt Based upon our review of the documents described in Section II above, and subject to the assumptions, limitations, and qualifications set forth herein, it is the opinion of Calderwood & Harkness LLP that, for U.S. federal income tax purposes, the Notes will be treated as indebtedness of VHG, and not as equity of VHG. In reaching this conclusion, we have considered th

IV. Opinion — Original Issue discount Treatment A. Existence and Amount of Original Issue discount As described in Section I above, the Notes were issued at a price of 98.500% of their stated principal amount, resulting in original issue discount ("OID") of 1.500% of the principal amount, or $7,500,000 in the aggregate ($15.00 per $1,000 principal amount of Notes). Under Section 1273(a)(1) of the Code, the OID on a d

V. Opinion — Deductibility of Interest Under IRC § 163(j) A. General Rule

Section 163(j) of the Code, as amended by the Tax Cuts and Jobs Act of 2017 (P.L. 115-97) and further modified by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") (P.L. 116-136), imposes a limitation on the deduction of "business interest expense" by a taxpayer in any taxable year. Specifically, under Section 163(j)(1) of the Code, the deduction allowed under Chapter 1 of the Code for business

VI. Opinion — Applicable High Yield discount Obligation (AHYDO) Analysis A. AHYDO Definition — IRC § 163(e)(5) and IRC § 163(i) Sections 163(e)(5) and 163(i) of the Code set forth special rules that limit the deductibility of OID and, in certain cases, recharacterize a portion of the OID as a dividend, with respect to debt instruments that constitute "applicable high yield discount obligations" ("AHYDOs"). If an obli

VII. Opinion — Treatment of Optional Redemption Premiums The Indenture provides VHG with certain optional redemption rights with respect to the Notes, which are summarized as follows: Optional Redemption at Fixed Prices. On or after July 1, 2027, VHG may redeem all or any portion of the Notes at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest, if a

VIII. Opinion — Additional Interest Under Registration Rights Agreement The Registration Rights Agreement dated June 25, 2024, among VHG, the Guarantors, and Kensington Barrow & Co., as Representative of the Initial Purchasers, provides that VHG will use commercially reasonable efforts to: (a) file a registration statement with respect to an offer to exchange the Notes for new notes that are registered under the Secu

IX. Limitations and Qualifications The opinions expressed in this letter are subject to the following limitations and qualifications:

1. This opinion is limited to matters of U.S. federal income tax law as in effect on the date hereof, including the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder (including proposed and temporary regulations), published rulings, revenue procedures, and administrative pronouncements of the IRS, and judicial decisions of courts of competent jurisdiction, all as in effect and

2. This opinion does not address any state, local, or non-U.S. (including foreign, provincial, or municipal) tax consequences of the issuance, ownership, or disposition of the Notes, or any aspect of the transactions described herein. The tax consequences of the Notes under the laws of jurisdictions other than the United States may differ materially from the U.S. federal income tax consequences described herein, and

3. Except to the extent expressly stated herein, this opinion does not address the U.S. federal income tax consequences to holders of the Notes, including without limitation consequences relating to the purchase, ownership, or disposition of the Notes by any particular holder. The U.S. federal income tax consequences to holders are addressed in the section of the Final Offering Memorandum dated June 18, 2024 entitled

4. This opinion does not address the U.S. federal income tax treatment of any person other than VHG, except as expressly stated herein. Without limiting the generality of the foregoing, this opinion does not address the tax consequences of the transactions described herein to the Guarantors, the Trustee, the Initial Purchasers, or any other person.

5. This opinion is based entirely on the facts and representations set forth in the documents reviewed by us and listed in Section II.A above, and on the representations and certifications provided to us by VHG's officers, including Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel & Secretary. We have not independently verified any of such facts or representations, and if any such f

6. This opinion is rendered solely for the benefit of VHG and may not be relied upon, quoted, cited, or otherwise referred to by any other person or entity (including, without limitation, any holder or prospective holder of the Notes, any Initial Purchaser, the Trustee, or any governmental authority) without the prior written consent of Calderwood & Harkness LLP. This opinion may not be filed with or furnished to any

7. No opinion is expressed herein on any matter not specifically addressed in this letter. Without limiting the foregoing, we express no opinion with respect to (a) the applicability of any alternative minimum tax provisions, (b) the applicability of any information reporting or backup withholding provisions, (c) the applicability of any provisions of the Code relating to real estate investment trusts, regulated inve

8. This opinion represents our best professional judgment as to the U.S. federal income tax consequences of the transactions described herein based on the authorities cited above. This opinion is not a guarantee of any particular tax result, and there can be no assurance that the IRS will not take a position contrary to the opinions expressed herein or that any such contrary position would not be sustained by a court

X. Conclusions Summary Based upon and subject to the foregoing analysis, assumptions, limitations, and qualifications, it is the opinion of Calderwood & Harkness LLP that:

1. Classification as Indebtedness. The Notes will be treated as indebtedness of VHG, and not as equity of VHG, for U.S. federal income tax purposes.

2. De Minimis Original Issue discount. The OID on the Notes of $7,500,000 in the aggregate (1.500% of the aggregate principal amount, or $15.00 per $1,000 principal amount) constitutes de minimis OID within the meaning of Section 1273(a)(3) of the Code and Treasury Regulation § 1.1273-1(d). Accordingly, holders of the Notes are not required to include de minimis OID in gross income on a constant-yield basis under Sec

3. Qualified Stated Interest. The stated interest on the Notes at the rate of 8.250% per annum constitutes qualified stated interest within the meaning of Treasury Regulation § 1.1273-1(c). Such interest is includible in the gross income of holders in accordance with their regular method of accounting and is deductible by VHG as it accrues, subject to the limitations of Section 163(j) of the Code and the other limita

4. Not an Applicable High Yield discount Obligation. The Notes do not constitute applicable high yield discount obligations within the meaning of Section 163(e)(5) of the Code because the yield to maturity of the Notes (approximately 8.52%) does not equal or exceed the sum of the applicable federal rate plus five (5) percentage points (approximately 9.60%). Accordingly, the special rules of Section 163(e)(5) limiting

5. Optional Redemption Premiums. The optional redemption premiums provided for in the Indenture do not give rise to additional OID on the Notes. The optional redemption prices are not included in the stated redemption price at maturity for purposes of computing OID because the redemption is at the discretion of VHG (or, in the case of the change of control put, at the discretion of the holders) and is not mandatory.

6. Additional Interest Under Registration Rights Agreement. Any additional interest that may become payable under the Registration Rights Agreement in the event of a Registration Default would constitute qualified stated interest that is deductible by VHG and includible in income by holders as ordinary interest income in the period to which it relates. The contingent nature of the additional interest does not cause t