Contract analysis

1. Introduction We have acted as counsel to Ironclad Trust Company, National Association ("Ironclad Trust" or the "Trustee"), a national banking association duly organized and validly existing under the laws of the United States, with its principal corporate trust office located at 100 Wall Street, Suite 1650, New York, New York 10005, in connection with the transactions described below. This opinion letter (this "Op

2. Defined Terms and Documents Reviewed 2.1 Defined Terms Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture. The Indenture, the Supplemental Indenture, the Collateral Administration Agreement, and the Note Purchase Agreement, together with all exhibits, schedules, and annexes thereto, are referred to collectively herein as the "Opinion Documents."

3. Assumptions In rendering the opinions expressed herein, we have, with your consent and without independent investigation or verification, assumed the following: (a) The genuineness of all signatures (other than those of authorized officers of the Trustee) on all documents examined by us in connection with this Opinion, and the authenticity and completeness of all documents submitted to us as originals. (b) The con

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 Organization and Good Standing Ironclad Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States. Its charter was duly granted by the Office of the Comptroller

5. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: 5.1 Enforceability Qualifications The enforceability opinion set forth in Section 4.5 above is subject to and limited by: (a) Applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential trans

6. Reliance and Distribution This Opinion is rendered solely for the benefit of, and may be relied upon only by, the addressees hereto: (i) Driftwood CLO 2023-I, Ltd., as Issuer; (ii) Driftwood CLO 2023-I, LLC, as Co-Issuer; (iii) Meridian Atlantic Securities LLC, as Placement Agent; (iv) Northbridge Capital Markets Inc., as Co-Placement Agent; (v) Driftwood Credit Management LLC, as Collateral Manager; and (vi) Cald