Contract analysis

1. Introduction We have acted as Cayman Islands counsel to Driftwood CLO 2023-I, Ltd. (the "Issuer"), an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Islands Registration Number EX-382916), in connection with the transactions described herein. This opinion is delivered at the request of Calderwood & Harkness LLP in its capacity as counsel to Driftwood Absolute Retu

2. Documents Examined For the purposes of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

1. The Indenture, dated as of August 22, 2023 (the "Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., as Trustee;

2. The First Supplemental Indenture, dated as of September 8, 2023 (the "First Supplemental Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A., as Trustee;

3. The Collateral Management Agreement, dated as of August 22, 2023 (the "Collateral Management Agreement"), between the Issuer and Driftwood Credit Management LLC, a Delaware limited liability company, as collateral manager (the "Collateral Manager");

4. The Co-Issuance Agreement, dated as of August 22, 2023 (the "Co-Issuance Agreement"), between the Issuer and the Co-Issuer;

5. The Note Purchase Agreement, dated as of September 8, 2023 (the "Note Purchase Agreement"), among the Issuer, the Co-Issuer, Meridian Atlantic Securities LLC, as lead placement agent, and Northbridge Capital Markets Inc., as co-placement agent;

6. The Collateral Administration Agreement, dated as of August 22, 2023 (the "Collateral Administration Agreement"), among the Issuer, the Collateral Manager, and Ironclad Trust Company, N.A., as collateral administrator;

7. The Amended and Restated Memorandum of Association and Articles of Association of the Issuer, as registered with the Registrar of Companies of the Cayman Islands (the "Memorandum and Articles of Association");

8. A Certificate of Good Standing with respect to the Issuer, issued by the Registrar of Companies of the Cayman Islands on or about September 11, 2023 (the "Certificate of Good Standing");

9. The Register of Directors and Officers of the Issuer, as maintained at the registered office of the Issuer (the "Register of Directors");

10. The Register of Members of the Issuer, as maintained at the registered office of the Issuer (the "Register of Members");

11. The written resolutions of the Board of Directors of the Issuer, dated August 20, 2023, authorizing, inter alia, the execution, delivery, and performance by the Issuer of the Transaction Documents (as defined below) and the issuance of the Notes (the "Board Resolutions");

12. The Officer's Certificate of the Issuer, dated September 12, 2023 (the "Officer's Certificate");

13. The Secretary's (Director's) Certificate of the Issuer, dated September 12, 2023 (the "Secretary's Certificate"), certifying, inter alia, the incumbency and specimen signatures of the officers and authorized signatories of the Issuer and attaching copies of the Memorandum and Articles of Association and the Board Resolutions; and

14. The Final Offering Memorandum, dated August 18, 2023, relating to the offer and sale of the Notes (the "Offering Memorandum"). The Indenture, the First Supplemental Indenture, the Collateral Management Agreement, the Co-Issuance Agreement, the Note Purchase Agreement, and the Collateral Administration Agreement are hereinafter collectively referred to as the "Transaction Documents." The Transaction Documents and

3. Assumptions In rendering the opinions set forth herein, we have assumed the following without independent investigation or verification: (a) All signatures, seals, and dates appearing on the Opinion Documents and all other documents examined by us are genuine. (b) All documents submitted to us as originals are authentic and complete, and all documents submitted to us as copies (whether certified, photostatic, facs

4. Opinions On the basis of, and subject to, the assumptions, qualifications, reservations, and limitations set forth herein, and having regard to such legal considerations as we deem relevant, we are of the opinion that: 4.1 Due Incorporation and Good Standing The Issuer has been duly incorporated as an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands (the "Companies

5. Qualifications and Reservations The opinions expressed in this letter are subject to the following qualifications and reservations:

1. Insolvency and Liquidation. The enforceability of the obligations of the Issuer under the Transaction Documents and the Notes may be limited by applicable bankruptcy, insolvency, liquidation, winding-up, reorganization, moratorium, fraudulent disposition, or other similar laws of general application affecting the rights and remedies of creditors under the laws of the Cayman Islands. In particular, the provisions o

2. Equitable Remedies. The availability of equitable remedies (including, without limitation, specific performance, injunctive relief, declaratory relief, and other discretionary remedies) is subject to the discretion of the court and may not be available in all circumstances or as a matter of right. In particular, a court may decline to grant specific performance or injunctive relief where it determines that monetar

3. Foreign Judgments. Although a judgment of a foreign court (including, for example, a court of the State of New York or a United States federal court) is not directly enforceable in the Cayman Islands by registration or statutory procedure, the courts of the Cayman Islands will, at common law, recognize and enforce a foreign money judgment of a court of competent jurisdiction without retrial on the merits of the un

4. Penalties and Revenue Claims. The courts of the Cayman Islands will not enforce, directly or indirectly, a judgment or claim that is penal or revenue in nature, or that relates to the collection of taxes, fines, or other fiscal obligations of a foreign state.

5. Stamp Duty. This opinion is given on the assumption that no Transaction Document or Note will need to be produced in evidence before a court or tribunal in the Cayman Islands. Should any such document be so produced, nominal stamp duty may be payable thereon in accordance with the Stamp Duty Act (As Revised) of the Cayman Islands. Such stamp duty is nominal in amount and is not expected to be material.

6. Winding-Up Currency. In the event of a winding up of the Issuer, claims by creditors denominated in currencies other than the Cayman Islands dollar will be converted into Cayman Islands dollars at the rate of exchange prevailing on the date of the winding-up order (in the case of a compulsory winding up) or the date of the resolution to wind up (in the case of a voluntary winding up). Accordingly, creditors holdin

7. Set-Off and Counterclaim. The courts of the Cayman Islands may permit a defendant to assert a right of set-off or counterclaim in connection with the enforcement of contractual obligations, notwithstanding that the relevant Transaction Document may purport to limit, restrict, or exclude such rights. The availability and scope of any such set-off or counterclaim will depend upon the facts and circumstances of the p

8. Limitations. This opinion relates only to the laws of the Cayman Islands as in effect on the date hereof. This opinion is given on the basis that it will be governed by and construed in accordance with the laws of the Cayman Islands. We express no opinion as to any matter of fact, and we have not been responsible for investigating or verifying any matter of fact.

6. Limitations on Opinion This opinion is limited to, and addresses solely, matters of Cayman Islands law as currently in effect and as currently interpreted and applied by the courts of the Cayman Islands. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of New York, the laws of the State of Delaware, the federal laws of the United States of America

7. Reliance and Benefit This opinion is given solely for the benefit of the addressees hereof — namely, Ironclad Trust Company, N.A. (in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator), Meridian Atlantic Securities LLC (as Lead Placement Agent), Northbridge Capital Markets Inc. (as Co-Placement Agent), and Calderwood & Harkness LLP (as Issuer's Counsel