Contract analysis

1. Documents Examined In connection with rendering the opinions expressed herein, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Reviewed Documents"): (a) Master Services Agreement dated as of June 9, 2023, by and between Cedarpoint Systems Integration, Inc. and Northgate Americas, Inc., together with all exhibits at

2. Assumptions The opinions expressed herein are based upon and subject to the following assumptions, each of which we have made without independent investigation or verification: (a) The genuineness of all signatures on all documents reviewed by us, other than the signatures of officers, directors, and authorized representatives of Cedarpoint Systems Integration, Inc. (b) The authenticity, accuracy, and completeness

3. Opinions Based upon the foregoing and subject to the assumptions, limitations, and qualifications set forth herein, we are of the opinion that: 3.1 Due Organization and Good Standing Cedarpoint Systems Integration, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was originally incorporated under the Delaware General Corporation Law i

4. Limitations and Qualifications The opinions expressed herein are subject to the following additional limitations and qualifications: (a) Scope of Legal Analysis. The opinions expressed in this Opinion Letter are limited solely to the laws of the State of Delaware and the federal laws of the United States of America, in each case as currently in effect as of the date hereof. We express no opinion as to the laws of

5. Reliance and Other Matters This Opinion Letter is rendered solely for the benefit of Northgate Americas, Inc. and Calderwood & Harkness LLP, in their capacities as addressees hereof, and may not be relied upon, quoted, referred to, or furnished to any other person or entity, nor may copies hereof be delivered to any other person or entity, without our prior written consent in each instance, except that this Opinio