Contract analysis

1. Introduction and Engagement Calderwood & Harkness LLP ("we," "our," or "C&H") has acted as U.S. counsel to Driftwood Absolute Return Fund Ltd. ("Driftwood" or "DARF"), an exempted company incorporated with limited liability under the laws of the Cayman Islands, and to Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), and Driftwo

2. Documents and Materials Reviewed In connection with rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents and materials (collectively, the "Transaction Documents"): (a) The Indenture dated as of August 22, 2023, among Driftwood CLO 2023-I, Ltd., as Issuer, Driftwood CLO 2023-I, LLC, as Co-Issuer, and Ironclad

3. Description of the Transaction and Capital Structure The Issuer is a Cayman Islands exempted company organized for the primary purpose of acquiring, holding, and disposing of a portfolio of broadly syndicated first-lien senior secured leveraged loans (primarily to U.S. obligors) (the "Collateral Obligations") and issuing multiple classes of secured and subordinated notes to finance such activities. The Co-Issuer i

4. Assumptions In rendering the opinions set forth below, we have assumed, with your consent and without independent investigation or verification, the following: (a) Genuineness and Authenticity. All documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, all signatures on the documents we have reviewed are genuine, and the individuals who have signed s

5. Opinions Based upon and subject to the assumptions, qualifications, and limitations set forth in this Opinion, and based upon our examination of the Transaction Documents and our consideration of the applicable provisions of the Code, the Treasury Regulations, published IRS rulings and administrative pronouncements, and relevant judicial decisions, we are of the opinion that the following U.S. federal income tax c

Section 864(b) of the Code sets forth certain safe harbor exceptions under which specified trading activities conducted in the United States by or on behalf of a foreign person will not be treated as constituting a U.S. trade or business. Of particular relevance here, Section 864(b)(2)(A) of the Code provides that trading in stocks, securities, or commodities through a resident broker, commission agent, custodian, or

6. Additional Tax Considerations Noted (Not Formal Opinions) The following observations are provided for informational purposes and do not constitute formal legal opinions of Calderwood & Harkness LLP. The addressees and their advisors should undertake their own independent analysis of the matters discussed below. 6.1 FATCA and CRS We note that the Issuer has been registered as a Reporting Foreign Financial Instituti

7. Qualifications and Limitations The opinions set forth herein are subject to the following qualifications and limitations: (a) Law in Effect as of the Date Hereof. This Opinion is based on the Code, the Treasury Regulations, published rulings and administrative pronouncements of the IRS, and judicial decisions, in each case as in effect as of the date hereof. All of the foregoing authorities are subject to change a

8. Consent and Reliance Calderwood & Harkness LLP hereby consents to the filing or delivery of this Opinion as required by Section 3.01(d)(vi) of the Indenture and Section 7(e) of the Note Purchase Agreement. We further consent to the reference to this Opinion, and to the summary of certain U.S. federal income tax considerations derived from this Opinion, in the Final Offering Memorandum dated August 18, 2023. This O