Contract analysis

I. OPINIONS The Opinion will contain the following opinions, each of which is subject to the assumptions, qualifications, and limitations set forth in Section III below: Opinion 1: Organization and Good Standing The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. This opinion will be based, in part, on our review of the Company's Amended and Res

II. NEGATIVE ASSURANCE In addition to the foregoing opinions, Calderwood & Harkness LLP will provide customary negative assurance (commonly referred to as a "10b-5 negative assurance letter" or "10b-5 letter") to the Underwriter. The negative assurance letter will be delivered concurrently with the Opinion at the Closing, as contemplated by Section 4(b) of the Underwriting Agreement. The negative assurance will be ba

III. ASSUMPTIONS AND QUALIFICATIONS A. Assumptions. The opinions set forth in Section I and the negative assurance set forth in Section II will be subject to and rendered in reliance upon the following assumptions, in each case without independent investigation or verification by us:

1. Authenticity and Conformity. All documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the originals thereof. All documents reviewed by us that purport to have been signed have been duly and validly signed by the parties indicated therein.

2. Genuineness of Signatures. The signatures on all documents reviewed by us are genuine, other than the signatures of the officers and directors of the Company (as to which we express our opinion).

3. Good Standing Certificates. We will rely upon certificates of good standing (or certificates of legal existence, as applicable) issued by the Secretary of State of the State of Delaware and the Secretary of the State of Connecticut, each dated within five business days of the Closing Date, as conclusive evidence of the good standing of the Company in such jurisdictions as of the dates of such certificates.

4. Officers' Certificates. We will rely upon customary officers' certificates to be delivered at the Closing, signed by Martin R. Calloway (Chief Executive Officer) and Diana L. Prescott (Chief Financial Officer), as to factual matters within their knowledge, including representations regarding the absence of any material adverse change in the condition (financial or otherwise) of the Company since the date of the mo

5. Secretary's Certificate. We will rely upon the secretary's certificate of Yusuf A. Okafor, General Counsel and Corporate Secretary of the Company, to be delivered at the Closing, attaching certified copies of the Company's Amended and Restated Certificate of Incorporation (as currently in effect), the Company's Amended and Restated Bylaws (as currently in effect), and the resolutions of the Board of Directors adop

6. Binding Obligations of Third Parties. We have assumed that the Underwriting Agreement and each ancillary document, agreement, and instrument executed and delivered in connection with the Offering constitutes a valid, binding, and enforceable obligation of each party thereto other than the Company (the validity, binding nature, and enforceability of the Company's obligations under the Underwriting Agreement being a

7. Underwriter Compliance. We have assumed that the Underwriter will comply with all applicable federal and state laws, rules, and regulations in connection with the offer, sale, and distribution of the Shares, including all applicable provisions of the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations of FINRA. B. Qualifications and Limitations The opinions set forth in S

1. Jurisdictional Limitation. Our opinions are limited to the federal laws of the United States of America, the laws of the State of New York (excluding the choice-of-law rules thereof), and the General Corporation Law of the State of Delaware (including applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws). We express no opinion as to the laws of any other jurisdi

2. Exclusion of State Insurance Regulatory Laws. Specifically, and without limiting the generality of the foregoing, no opinion is expressed as to state insurance regulatory laws, including the insurance holding company acts of Connecticut (Conn. Gen. Stat. §§ 38a-129 et seq.) or Delaware (18 Del. C. §§ 5001 et seq.), or the rules, regulations, bulletins, guidelines, or orders of the Connecticut Department of Insuran

3. Bankruptcy and Insolvency. The opinions expressed herein are subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preferential transfer, and other similar laws of general applicability relating to or affecting creditors' rights generally, as now or hereafter in effect.

4. Equitable Principles. The opinions expressed herein are subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), including without limitation concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.

5. Limitation on No-Conflicts Opinion. The opinion regarding no conflicts set forth in Opinion 7 is limited to the specific agreements identified therein and does not extend to all agreements, contracts, instruments, or arrangements to which the Company or any of its subsidiaries may be a party or by which any of them or their respective properties may be bound. We have not undertaken a comprehensive review of all co

6. Indemnification and Contribution. We express no opinion with respect to the enforceability of any indemnification, contribution, or exculpation provisions contained in the Underwriting Agreement or any ancillary agreement to the extent that such provisions may be limited by applicable federal or state securities laws, public policy considerations, or judicial decisions.

7. Antifraud Provisions. We express no opinion as to compliance with any antifraud provisions of the federal or state securities laws, except to the extent expressly covered by the negative assurance letter set forth in Section II above. C. Disclosure Regarding Scope The Opinion is being furnished solely for the benefit of Greystone Harwick & Co., LLC in its capacity as Underwriter in connection with the Offering. Th

IV. DELIVERY AND FORM The Opinion will be delivered in executed form at or prior to the Closing of the Offering, as required by Section 4(b) of the Underwriting Agreement. The Opinion will be printed on the letterhead of Calderwood & Harkness LLP and will be signed by a partner of the firm authorized to execute opinions on behalf of the firm. The Opinion will be addressed to: Greystone Harwick & Co., LLC 399 Park Ave

V. COORDINATION WITH CLOSING DELIVERABLES The delivery of the Opinion at the Closing is one of several conditions to the obligations of the Underwriter to purchase the Shares pursuant to Section 4 of the Underwriting Agreement. For purposes of coordination and to ensure an orderly closing process, we note that the following additional closing deliverables are required under the Underwriting Agreement and should be as

1. Officer's Certificate. A certificate signed by Martin R. Calloway (Chief Executive Officer) and Diana L. Prescott (Chief Financial Officer), on behalf of the Company, certifying as to the accuracy of the representations and warranties of the Company contained in the Underwriting Agreement, the satisfaction of the conditions to closing, the absence of any material adverse change, and such other matters as may be re

2. Secretary's Certificate. A certificate signed by Yusuf A. Okafor (General Counsel and Corporate Secretary), on behalf of the Company, attaching certified copies of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, and the resolutions of the Board of Directors adopted on June 2, 2021, and certifying as to the incumbency and specimen signatures of the officers of the Company aut

3. Comfort Letter. A "comfort letter" from Carver, Bain & Associates LLP, the Company's independent registered public accounting firm, in form and substance satisfactory to the Underwriter, addressed to the Underwriter, covering financial statements and financial data included or incorporated by reference in the Registration Statement and the Prospectus, together with customary "bring-down" comfort through a date not

4. Lock-Up Agreements. Executed lock-up agreements, in the form attached as an exhibit to the Underwriting Agreement, from all directors, executive officers, and holders of 5% or more of the outstanding shares of Common Stock of the Company, including Birchwood Capital Partners, L.P., restricting the sale, transfer, or other disposition of shares of Common Stock and securities convertible into or exercisable or excha

5. Good Standing Certificates. Certificates of good standing (or certificates of legal existence, as applicable) for the Company issued by the Secretary of State of the State of Delaware and the Secretary of the State of Connecticut, each dated within five business days of the Closing Date.

6. Negative Assurance Letter. The 10b-5 negative assurance letter described in Section II above, to be delivered concurrently with the Opinion at the Closing.

7. FINRA No-Objections Letter. A letter from the FINRA Corporate Financing Department confirming that FINRA has reviewed the terms and arrangements relating to underwriting compensation in connection with the Offering and has no objection thereto, or confirming that FINRA has waived its review of such terms and arrangements. We recommend that all closing deliverables be circulated in substantially final form no later