Contract analysis

1. Introduction We have acted as counsel to Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (the "Issuer" or "QRF 2022-1"), and Quorum Insurance Holdings Corp., a Delaware corporation (the "Sponsor" or "QIH"), in connection with the proposed issuance by the Issuer of asset-backed notes in three classes (collectively, the "Notes"), as follows: (a) $375,000,000 aggregate principal amount of

2. Documents Examined In connection with rendering the opinions set forth herein, we have examined originals, or copies identified to our satisfaction as being true copies of originals, of the following documents (collectively, the "Transaction Documents"):

1. The Note Purchase Agreement (execution draft v3, dated October 12, 2022) among Quorum Receivables Funding 2022-1 LLC, Quorum Insurance Holdings Corp., and Ridgeline Capital Markets LLC (the "Note Purchase Agreement");

2. The Indenture (execution draft v4, dated October 12, 2022) between Quorum Receivables Funding 2022-1 LLC and Calvoneth Trust Company, N.A., as trustee (the "Indenture");

3. The Preliminary Offering Memorandum dated [●], 2022 (v3, dated October 12, 2022) (the "Offering Memorandum"), including the Issuer Supplement containing pool stratification tables, prepared in connection with the offer and sale of the Notes;

4. The forms of the Class A Notes, Class B Notes, and Class C Notes, each substantially in the form attached as an exhibit to the Indenture;

5. The Amended and Restated Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC, dated August 3, 2022 (the "LLC Agreement");

6. The Certificate of Formation of Quorum Receivables Funding 2022-1 LLC (Delaware Secretary of State File No. 7894231), filed August 3, 2022, together with any amendments thereto;

7. The Receivables Sale Agreement (execution draft v3) between Quorum Premium Finance LLC, as seller, and Quorum Receivables Holding LLC ("QRH"), as purchaser (the "Receivables Sale Agreement");

8. The Receivables Transfer Agreement (execution draft v3) between Quorum Receivables Holding LLC, as transferor, and Quorum Receivables Funding 2022-1 LLC, as transferee (the "Receivables Transfer Agreement");

9. The Servicing Agreement (execution draft v3) among Quorum Receivables Funding 2022-1 LLC, Quorum Premium Finance LLC, as servicer, and Calvoneth Trust Company, N.A., as trustee and backup servicer (the "Servicing Agreement");

10. The Secretary's Certificate of Quorum Insurance Holdings Corp. dated July 27, 2022, certifying copies of board resolutions authorizing the Sponsor's participation in the transactions contemplated by the Transaction Documents, including the authorization and direction of officers to negotiate, execute, and deliver all related documentation;

11. The Manager's Certificate of Quorum Premium Finance LLC dated July 27, 2022, certifying copies of the authorizing resolutions of the sole member and the manager of QPF approving QPF's entry into the Receivables Sale Agreement, the Servicing Agreement, and the other Transaction Documents to which QPF is a party;

12. The Investor Presentation Deck dated October 20, 2022, prepared by the Sponsor and the Initial Purchaser for distribution to prospective investors in connection with the offering of the Notes;

13. The Roadshow Script and Talking Points dated October 22, 2022, prepared by the Sponsor and the Initial Purchaser for use in one-on-one and small group investor presentations in connection with the offering of the Notes; and

14. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein, including certificates of public officials and officers of the Issuer and the Sponsor. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as origi

3. Assumptions In rendering the opinions set forth herein, we have relied upon the following assumptions, in addition to those stated elsewhere in this opinion, without independent investigation or verification: (a) All signatures on the documents examined by us are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform in all material respects to their

4. Applicable Law and Regulatory Framework 4.1 Securities Act of 1933

Section 5 of the Securities Act generally provides that it shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell or offer to sell a security, unless a registration statement has been filed and is in effect with the Securities and Exchange Commission (the "SEC") with respect to such security, o

Section 4(a)(2) exempts from the registration requirements of Section 5 "transactions by an issuer not involving any public offering." The Supreme Court, in SEC v. Ralston Purina Co., 346 U.S. 119 (1953), established that the availability of this exemption turns on whether the particular class of persons affected needs the protection of the Securities Act, which in turn depends on whether the offerees have access to

5. Analysis of the Offering Structure 5.1 The Initial Sale (Issuer to Initial Purchaser) The offering structure contemplates that the Issuer (QRF 2022-1) will sell the Notes directly to Ridgeline Capital Markets LLC as the sole Initial Purchaser pursuant to the Note Purchase Agreement. This initial sale constitutes a private placement and is not a public offering of securities. Ridgeline Capital Markets LLC is a soph

6. Investment Company Act Analysis For the avoidance of doubt, we note that QRF 2022-1, as the Issuer, is not required to register as an "investment company" under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Issuer's exemption from registration under the Investment Company Act is based on Rule 3a-7 thereunder (17 C.F.R. § 270.3a-7), which provides an exemption for certain struct

7. Opinions Based on the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that: Opinion 1 — Section 4(a)(2) Exemption for Initial Sale The offer and sale of the Notes by the Issuer to the Initial Purchaser pursuant to the Note Purchase Agreement are exempt from the registration requirements of Section 5 of the Securities Act by reason of Section 4(a)(2

8. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: (a) This opinion is limited to the federal securities laws of the United States, including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the SEC. We do not opine on the laws of any other jurisdiction, including any state or territorial "blue sky

9. Reliance and Benefit This opinion is furnished to the addressees named herein solely in connection with the transactions contemplated by the Note Purchase Agreement and may not be used, circulated, quoted, or relied upon for any other purpose or in connection with any other transaction. The parties entitled to rely on this opinion are limited to the following (collectively, the "Permitted Reliance Parties"): (a) Q

10. Signature Very truly yours, [DRAFT — SIGNATURE TO BE INSERTED UPON FINALIZATION] CALDERWOOD & HARKNESS LLP NOTICE: This draft opinion has not been finalized and is not being delivered for reliance. It is circulated for discussion purposes only in connection with Calderwood & Harkness LLP Matter No. 1025-00007. The opinions expressed herein are preliminary in nature and are subject to revision, supplementation, or

1. Note Purchase Agreement (execution draft v3, dated October 12, 2022) among Quorum Receivables Funding 2022-1 LLC, Quorum Insurance Holdings Corp., and Ridgeline Capital Markets LLC.

2. Indenture (execution draft v4, dated October 12, 2022) between Quorum Receivables Funding 2022-1 LLC and Calvoneth Trust Company, N.A., as trustee.

3. Preliminary Offering Memorandum (v3, dated October 12, 2022), including the Issuer Supplement containing pool stratification tables.

4. Form of Restrictive Legends, as set forth in Exhibit [●] to the Indenture. CALDERWOOD & HARKNESS LLP | 601 Lexington Avenue, New York, NY 10022 | (212) 558-4000 PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT