Contract analysis

I. Introduction and Engagement We have acted as counsel to Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (the "Issuer"), in connection with the issuance by the Issuer of (i) $375,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes (the "Class A Notes"), (ii) $75,000,000 aggregate principal amount of Class B Floating Rate Asset-Backed Notes (the "Class B Notes")

II. Documents 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:

1. The Indenture (execution draft v4, dated as of [●], 2022) between the Issuer and the Trustee, together with all schedules, annexes, and exhibits thereto;

2. The Class A Notes, the Class B Notes, and the Class C Notes, each in the form attached as exhibits to the Indenture;

3. The Note Purchase Agreement (execution draft, dated as of [●], 2022) among the Issuer, the Sponsor, and the Initial Purchaser;

4. The Certificate of Formation of the Issuer, as filed with the Secretary of State of the State of Delaware on August 3, 2022 (Delaware Secretary of State File No. 7894231);

5. The Limited Liability Company Agreement of the Issuer, dated as of August 3, 2022, as amended (the "LLC Agreement"), reflecting Quorum Receivables Holding LLC ("QRH") as the sole member of the Issuer and Timothy R. Callan (of Fortbridge Corporate Services LLC) as the independent manager of the Issuer;

6. The Receivables Sale Agreement (execution draft v3) between Quorum Premium Finance LLC ("QPF") and QRH;

7. The Receivables Transfer Agreement (execution draft v3) between QRH and the Issuer;

8. The Servicing Agreement (execution draft v3) among the Issuer, QPF (as Servicer), and the Trustee;

9. The Back-Up Servicing Agreement (execution draft v2) among the Issuer, QPF, Northvane Bank, National Association (as Back-Up Servicer), and the Trustee;

10. The Administration Agreement (execution draft v2) between the Issuer and QIH (as Administrator);

11. The Liquidity Facility Agreement (execution draft v2) between the Issuer and Northvane Bank, National Association;

12. The Grant of Security Interest (Pledge Agreement) (execution draft v2) from the Issuer to the Trustee;

13. The Account Control Agreement (execution draft v2) among the Issuer and the Trustee (as Securities Intermediary);

14. The Custodian Agreement (draft) between the Issuer and the Trustee (as Custodian);

15. The Performance Guaranty (execution draft v1) by QIH in favor of the Trustee;

16. The Manager's Certificate of QPF, dated July 27, 2022, certifying authorizing resolutions adopted by the managers of QPF in connection with the Transaction;

17. The Secretary's Certificate of QIH, dated July 27, 2022, certifying resolutions adopted by the Board of Directors of QIH authorizing the Transaction and the execution, delivery, and performance of the Transaction documents to which QIH is a party;

18. A good standing certificate of the Issuer issued by the Secretary of State of the State of Delaware, dated on or about the date hereof;

19. The Preliminary Offering Memorandum, dated October 12, 2022 (v3), relating to the offering and sale of the Notes (the "Offering Memorandum"); and

20. Such other documents, records, certificates, instruments, and corporate and organizational records as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein. Items (1) through (3) above are collectively referred to herein as the "Opinion Documents." Items (1) through (20) above are collectively referred to herein as the "Reviewed Documents."

III. Assumptions In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, the following: (a) The genuineness of all signatures on all documents submitted to us and the authenticity of all documents submitted to us as originals. We have further assumed that all signatures appearing on documents examined by us are the genuine signatures of the persons whose signatu

IV. Opinions Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Sections V and VI below, we are of the opinion that: Opinion 1: Valid Formation and Good Standing of the Issuer Quorum Receivables Funding 2022-1 LLC is a limited liability company duly formed, validly existing, and in good standing under the Delaware Limited Liability Company Act,

V. Qualifications and Exceptions The opinions expressed in Section IV above are subject to the following qualifications, exceptions, and limitations: A. Bankruptcy and Insolvency Exception The enforceability of the Opinion Documents and the obligations of the Issuer thereunder is subject to, and may be limited by, applicable bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, assignment for

I. Trustee Qualifications We have assumed, without independent investigation, that Calvoneth Trust Company, National Association, satisfies and will continue to satisfy all eligibility requirements for an indenture trustee as set forth in the Indenture and applicable law, including the requirements of the Trust Indenture Act of 1939 (to the extent applicable), and that no conflicts of interest exist, or will arise du

VI. Limitations and Scope The opinions expressed herein are subject to the following additional limitations:

1. This opinion is limited to the laws of the State of New York and the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of Delaware, except to the extent of our separate opinion regarding the formation and good standing of the Issuer under the DLLCA

2. This opinion is rendered solely in connection with the Transaction described herein and may not be relied upon for any other purpose, including, without limitation, in connection with any subsequent issuance of securities, restructuring, refinancing, or other transaction involving the Issuer, the Sponsor, or their respective affiliates.

3. This opinion is addressed to, and may be relied upon solely by, (a) the Issuer (Quorum Receivables Funding 2022-1 LLC), (b) the Trustee (Calvoneth Trust Company, National Association), (c) the Initial Purchaser (Ridgeline Capital Markets LLC), and (d) any subsequent holder of the Notes who acquires such Notes in a transaction that complies with the transfer restrictions set forth in the Indenture and the Offering

4. This opinion speaks only as of the date hereof, and we assume no obligation to update, revise, or supplement this opinion to reflect any changes in applicable law or facts, or any developments in the Transaction, occurring or coming to our attention after the date hereof, regardless of whether such changes or developments would affect the opinions expressed herein.

5. We are members of the bar of the State of New York and do not purport to be experts in, or to express any opinion on, the laws of any other jurisdiction. In rendering the opinions expressed herein, we have not examined or considered the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America, except as expressly noted herein.

VII. Draft Status Notice IMPORTANT NOTICE REGARDING DRAFT STATUS This opinion is a DRAFT prepared for discussion purposes only in connection with Calderwood & Harkness LLP Matter No. 1025-00007. This draft has not been finalized, and it has not been delivered to any party in final form. It does not constitute a final opinion of Calderwood & Harkness LLP and should not be relied upon as such. The delivery of a final,