Contract analysis

I. Introduction and Engagement Context We have acted as counsel to Quorum Insurance Holdings Corp. ("QIH"), Quorum Premium Finance LLC ("QPF"), Quorum Receivables Holding LLC ("QRH"), and Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1," and together with QIH, QPF, and QRH, the "Quorum Parties") in connection with the issuance by QRF 2022-1 of $500,000,000 aggregate principal amount of asset-backed notes (the "Not

II. Defined Terms and Transaction Documents Capitalized terms used but not otherwise defined in this Opinion have the meanings assigned to such terms in the Transaction Documents. As used herein, the term "Closing Date" means the date on which the Notes are issued and sold to the Initial Purchaser pursuant to the Note Purchase Agreement, which is currently anticipated to be on or about October 12, 2022. In rendering

1. Receivables Sale Agreement dated as of the Closing Date, between QPF, as Seller, and QRH, as Purchaser (execution draft v3, dated October 12, 2022) (the "Receivables Sale Agreement");

2. Receivables Transfer Agreement dated as of the Closing Date, between QRH, as Transferor, and QRF 2022-1, as Transferee (execution draft v3, dated October 12, 2022) (the "Receivables Transfer Agreement");

3. Indenture dated as of the Closing Date, between QRF 2022-1, as Issuer, and Calvoneth Trust Company, National Association, as Trustee (execution draft v4, dated October 12, 2022) (the "Indenture");

4. Note Purchase Agreement dated as of the Closing Date, among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC, as Initial Purchaser (execution draft v3, dated October 12, 2022) (the "Note Purchase Agreement");

5. Grant of Security Interest (Pledge Agreement) dated as of the Closing Date, from QRF 2022-1 to Calvoneth Trust Company, National Association (execution draft v2, dated October 12, 2022) (the "Pledge Agreement");

6. Limited Liability Company Agreement of QRH dated August 3, 2022 (the "LLC Agreement");

7. Certificate of Formation of QRH filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228) (the "Certificate of Formation");

8. Independent Manager Agreement dated August 3, 2022, between QRH and Fortbridge Corporate Services LLC, appointing Eleanor M. Vasquez as independent manager of QRH (the "Independent Manager Agreement"); and

9. Manager's Certificate of QPF dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF (QPF being the sole member of QRH), certifying the adoption of resolutions by QPF as sole member of QRH authorizing QRH to enter into the transactions contemplated by the Transaction Documents and to execute and deliver the QRH Transaction Documents (the "Manager's Certificate"). As used in this Opinio

III. Documents Examined and Reliance In connection with rendering the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents and records:

1. The Certificate of Formation of QRH, as filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228), a certified copy of which was obtained directly from the office of the Delaware Secretary of State;

2. A Certificate of Good Standing for QRH issued by the Delaware Secretary of State, dated on or about the date hereof (the "Good Standing Certificate");

3. The Limited Liability Company Agreement of QRH, dated August 3, 2022, together with all schedules and exhibits thereto;

4. The Independent Manager Agreement between QRH and Fortbridge Corporate Services LLC, dated August 3, 2022, pursuant to which Eleanor M. Vasquez was appointed as independent manager of QRH;

5. The Manager's Certificate of QPF (as sole member of QRH), dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF, certifying resolutions duly adopted by QPF as sole member of QRH authorizing QRH to enter into the QRH Transaction Documents and to consummate the transactions contemplated thereby;

6. Execution drafts (v3) of each of the Receivables Sale Agreement and the Receivables Transfer Agreement; and

7. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein. In rendering the opinions expressed herein, we have obtained and relied upon the Good Standing Certificate issued by the Delaware Secretary of State with respect to QRH, dated on or about the date hereof. We have also relied upon certif

IV. Assumptions In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, the following:

1. The genuineness of all signatures appearing on documents examined by us (other than the signatures of representatives of QRH and QPF whose authority to execute and deliver the Transaction Documents is addressed in this Opinion).

2. The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, photostatic, electronic, or otherwise.

3. The accuracy, completeness, and authenticity of all certificates, representations, and statements (including factual statements and statements of opinion) issued or made by public officials and by officers, managers, and authorized representatives of QRH and QPF upon which we have relied in rendering this Opinion.

4. The Certificate of Formation of QRH, as filed with the Delaware Secretary of State on August 3, 2022 (Delaware Secretary of State File No. 7894228), has not been amended, restated, supplemented, or revoked since the date of its filing, and remains in full force and effect as of the date hereof.

5. The Limited Liability Company Agreement of QRH has not been amended, modified, restated, supplemented, or terminated since August 3, 2022, and remains in full force and effect as of the date hereof.

6. Each party to the Transaction Documents (other than QRH, as to which our opinion is expressed herein) has the requisite organizational power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and has taken all necessary organizational action to authorize such execution, delivery, and performance.

7. The Transaction Documents constitute, or upon execution and delivery will constitute, the legal, valid, and binding obligations of each party thereto (other than QRH, as to which our opinion regarding due authorization and execution is expressed herein), enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and other similar laws and to general prin

8. The Independent Manager Agreement between QRH and Fortbridge Corporate Services LLC, dated August 3, 2022, remains in full force and effect as of the date hereof, and Eleanor M. Vasquez continues to serve as the duly appointed independent manager of QRH in accordance with the terms thereof and the LLC Agreement.

9. No event has occurred, and no circumstance exists, that would require the consent of the independent manager of QRH under the terms of the LLC Agreement in connection with the transactions contemplated by the QRH Transaction Documents that has not been duly obtained or that will not be duly obtained prior to the Closing Date. We have made no independent investigation or inquiry to verify the accuracy or completene

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 Valid Formation and Existence QRH is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. QRH was formed by the filing of its Certificate of Formation with the office of the Secr

VI. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations:

1. Scope of Law. The opinions expressed herein are limited solely to the DLLCA and the laws of the State of Delaware as currently in effect, and we express no opinion with respect to the laws of any other jurisdiction, including, without limitation, the federal laws of the United States, the laws of the State of New York, the laws of the State of Connecticut, or the laws of any other state, territory, or foreign juri

2. Enforceability. The opinions expressed herein do not address the enforceability of the QRH Transaction Documents or any other Transaction Document against QRH or any other party thereto. The enforceability of the QRH Transaction Documents under New York law (which governs such agreements pursuant to their terms) is addressed in a separate enforceability opinion letter delivered by this firm in connection with the

3. Bankruptcy and Insolvency. The opinions expressed herein are subject to the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code

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

5. Tax Matters. No opinion is expressed herein as to the treatment of QRH, QRF 2022-1, or any other entity for United States federal, state, or local income tax purposes, including, without limitation, the characterization of QRH or QRF 2022-1 as a disregarded entity, a partnership, or an association taxable as a corporation for federal income tax purposes. Tax matters relating to the transactions contemplated by the

6. True Sale. No opinion is expressed herein as to the characterization of the transfers of receivables and related assets contemplated by the Receivables Sale Agreement (from QPF to QRH) or the Receivables Transfer Agreement (from QRH to QRF 2022-1) as "true sales" or "absolute transfers" for purposes of bankruptcy law, the Uniform Commercial Code, or otherwise. The characterization of such transfers as true sales i

7. Substantive Consolidation. No opinion is expressed herein as to whether the assets and liabilities of QRH would or would not be substantively consolidated with those of QPF, QIH, QRF 2022-1, or any other affiliated entity in any bankruptcy, insolvency, or similar proceeding. Matters relating to substantive consolidation are the subject of separate non-consolidation opinion letters delivered in connection with the

8. Securities Laws. No opinion is expressed herein with respect to the securities laws of any jurisdiction, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, or any state "blue sky" or securities laws, or the applicability or effect thereof on the transactions contemplated by the Transaction Documents.

9. Factual Matters. No opinion is expressed herein as to any factual matter, including the accuracy or completeness of any representation or warranty made by any party in the Transaction Documents or any certificate or instrument delivered in connection therewith. To the extent that we have relied upon certificates of officers, managers, or other representatives of QRH or QPF as to factual matters, we have assumed, w

VII. Reliance and Benefit This Opinion is delivered to the addressees hereof and may be relied upon by: (a) Quorum Receivables Funding 2022-1 LLC, in its capacity as Issuer of the Notes; (b) Calvoneth Trust Company, National Association, in its capacity as Indenture Trustee and Paying Agent under the Indenture; (c) Ridgeline Capital Markets LLC, in its capacity as Initial Purchaser of the Notes; (d) Calloway & Brandt

VIII. Governing Law of Opinion Letter This opinion letter, and any claim or dispute arising out of or relating to this opinion letter, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws that would require the application of the laws of another jurisdiction, except to the extent that procedural matters relating to the interpretation

1. Receivables Sale Agreement dated as of the Closing Date, between Quorum Premium Finance LLC ("QPF"), as Seller, and QRH, as Purchaser — execution draft v3, dated October 12, 2022.

2. Receivables Transfer Agreement dated as of the Closing Date, between QRH, as Transferor, and Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), as Transferee — execution draft v3, dated October 12, 2022. EXHIBIT B LIST OF ORGANIZATIONAL DOCUMENTS REVIEWED The following is a list of the organizational documents of Quorum Receivables Holding LLC ("QRH") reviewed by Calderwood & Harkness LLP in connection with the

1. Certificate of Formation of Quorum Receivables Holding LLC, filed with the Secretary of State of the State of Delaware on August 3, 2022 (Delaware Secretary of State File No. 7894228), certified copy obtained from the Delaware Secretary of State.

2. Limited Liability Company Agreement of Quorum Receivables Holding LLC, dated August 3, 2022, together with all schedules and exhibits thereto.

3. Independent Manager Agreement between Quorum Receivables Holding LLC and Fortbridge Corporate Services LLC, dated August 3, 2022, appointing Eleanor M. Vasquez as independent manager of QRH.

4. Manager's Certificate of Quorum Premium Finance LLC (sole member of QRH), dated July 27, 2022, executed by Sandra Ling-Hwang in her capacity as Manager of QPF, certifying the due adoption by QPF (as sole member of QRH) of resolutions authorizing QRH to enter into, execute, deliver, and perform the QRH Transaction Documents and to consummate the transactions contemplated thereby.

5. Certificate of Good Standing for Quorum Receivables Holding LLC, issued by the Secretary of State of the State of Delaware, dated on or about October 8, 2022.