Contract analysis

I. Introduction We have acted as United States counsel to Driftwood CLO 2023-I, LLC, a Delaware limited liability company (the "Co-Issuer"), and Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer" and, together with the Co-Issuer, the "Issuers"), in connection with the issuance by the Issuers of notes in an aggregate principal amount o

II. Description of the Notes In connection with the Transaction, the Issuers are issuing the following tranches of notes (collectively, the "Notes") on the date hereof: The total aggregate principal amount of rated Notes (Class A-1 through Class D) is $364,000,000. The total aggregate principal amount of all Notes, including the unrated Subordinated Notes, is $400,000,000. The rated Notes bear interest at a floating

III. Documents Examined In rendering the opinions expressed herein, 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 "Base Indenture"), among the Issuer, the Co-Issuer, and Ironclad Trust Company, National Association, as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator (in such capacities, the "Trustee").

2. The First Supplemental Indenture dated as of September 8, 2023 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Issuer, the Co-Issuer, and the Trustee, reflecting the final pricing terms of the Notes.

3. The Note Purchase Agreement dated as of September 8, 2023, among the Issuers, Meridian Atlantic Securities LLC, as Lead Placement Agent, and Northbridge Capital Markets Inc., as Co-Placement Agent.

4. 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").

5. The Collateral Administration Agreement dated as of August 22, 2023 (the "Collateral Administration Agreement"), among the Issuer, the Collateral Manager, and Ironclad Trust Company, National Association, as Collateral Administrator.

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

7. The Limited Liability Company Agreement of Driftwood CLO 2023-I, LLC dated as of August 22, 2023 (the "LLC Agreement").

8. The Certificate of Formation of the Co-Issuer, as filed with the Secretary of State of the State of Delaware on August 22, 2023 (Delaware File No. 7429831).

9. The Final Offering Memorandum dated August 18, 2023, relating to the offering and sale of the Notes.

10. The Officer's Certificate of the Issuer dated September 12, 2023, delivered in connection with the closing of the Transaction.

11. The Secretary's Certificate of the Issuer dated September 12, 2023, attaching certified copies of the resolutions of the board of directors of the Issuer adopted on August 20, 2023 authorizing the Transaction and the execution, delivery, and performance by the Issuer of the Transaction Documents to which it is a party.

12. The written consent of the sole member of the Co-Issuer (Driftwood CLO 2023-I, Ltd.) dated August 20, 2023, authorizing the execution, delivery, and performance by the Co-Issuer of the Transaction Documents to which it is a party and the issuance of the Notes.

13. A Certificate of Good Standing for the Co-Issuer issued by the Secretary of State of the State of Delaware, dated on or about September 11, 2023.

14. The global notes representing each tranche of Notes, in each case in substantially the form attached as an exhibit to the Indenture (collectively, the "Global Notes").

15. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein. The Indenture (as supplemented by the Supplemental Indenture), the Note Purchase Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Co-Issuance Agreement, and the LLC Agreement are collectively referred to her

IV. Assumptions In rendering the opinions set forth below, we have, with your permission and without independent investigation or verification, assumed the following: (a) The genuineness of all signatures on all documents examined by us (other than the signatures of the Co-Issuer and its authorized representatives), the legal capacity of all natural persons who have executed any of the documents examined by us, and t

V. Opinions Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section VI below, we are of the opinion that: 5.1. Organization and Good Standing of the Co-Issuer Driftwood CLO 2023-I, LLC has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Fo

VI. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: (a) Scope of Laws Covered. Our opinions are limited to (i) the federal laws of the United States of America, (ii) the laws of the State of New York, and (iii) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). We express no opinion as to the laws of any other jurisdiction

VII. Reliance and Distribution This Opinion is rendered solely for the benefit of the addressees hereof — Ironclad Trust Company, National Association, in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator; Meridian Atlantic Securities LLC, in its capacity as Lead Placement Agent; and Northbridge Capital Markets Inc., in its capacity as Co-Placement Agent