Contract analysis

Section 1: Defined Terms and Documents Examined 1.1 Transaction Documents Reviewed In rendering the opinions set forth herein, we have examined executed drafts or execution draft copies, as applicable, of each of the following documents (collectively, the "Transaction Documents"):

1. Receivables Sale Agreement (execution draft v3, dated as of the Closing Date) (the "Sale Agreement"), by and between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser, pursuant to which QPF has agreed to sell, transfer, assign, and convey to QRH, on a revolving basis, all of QPF's right, title, and interest in, to, and under the Receivables and related rights, subject to the t

2. Receivables Transfer Agreement (execution draft v3, dated as of the Closing Date) (the "Transfer Agreement"), by and between Quorum Receivables Holding LLC, as Transferor, and Quorum Receivables Funding 2022-1 LLC, as Transferee, pursuant to which QRH has agreed to transfer, assign, and convey (or, if such transfer is recharacterized as a contribution, to contribute) to QRF 2022-1 all of QRH's right, title, and in

3. Grant of Security Interest (Pledge Agreement) (execution draft v2, dated as of the Closing Date) (the "Pledge Agreement"), by and between Quorum Receivables Funding 2022-1 LLC, as Debtor and Pledgor, and Calvoneth Trust Company, National Association, as Trustee and Secured Party, pursuant to which QRF 2022-1 has agreed to grant to the Trustee, for the benefit of the holders of the Notes, a first-priority security

4. Indenture (execution draft v4, dated as of the Closing Date) (the "Indenture"), by and between Quorum Receivables Funding 2022-1 LLC, as Issuer, and Calvoneth Trust Company, National Association, as Trustee, pursuant to which the Notes are being issued and which sets forth the terms and conditions governing the Notes, including the payment waterfall, events of default, remedies of the Trustee and the Noteholders,

5. Account Control Agreement (execution draft v2, dated as of the Closing Date) (the "Account Control Agreement"), by and among Quorum Receivables Funding 2022-1 LLC, as account holder, Calvoneth Trust Company, National Association, in its capacity as Securities Intermediary and depository bank, and Calvoneth Trust Company, National Association, in its capacity as Trustee and Secured Party, pursuant to which the Secu

6. Servicing Agreement (execution draft v3, dated as of the Closing Date) (the "Servicing Agreement"), by and among Quorum Receivables Funding 2022-1 LLC, as Owner, Quorum Premium Finance LLC, as Servicer, and Calvoneth Trust Company, National Association, as Trustee, pursuant to which QPF, as Servicer, has agreed to service, administer, and make collections on the Receivables in accordance with the terms and conditi

1. UCC-1 Financing Statement naming Quorum Premium Finance LLC as Debtor and Quorum Receivables Holding LLC as Secured Party, to be filed with the Delaware Filing Office (the "QPF-QRH Financing Statement");

2. UCC-1 Financing Statement naming Quorum Receivables Holding LLC as Debtor and Quorum Receivables Funding 2022-1 LLC as Secured Party, to be filed with the Delaware Filing Office (the "QRH-QRF Financing Statement");

3. UCC-1 Financing Statement naming Quorum Receivables Funding 2022-1 LLC as Debtor and Calvoneth Trust Company, National Association as Secured Party, to be filed with the Delaware Filing Office (the "QRF-Trustee Financing Statement"); and

4. The QPF-QRH Financing Statement, the QRH-QRF Financing Statement, and the QRF-Trustee Financing Statement are referred to herein collectively as the "Financing Statements." Copies of each of the Financing Statements in the form reviewed by us are attached hereto as Exhibit A. 1.3 Other Documents and Records Examined In addition to the Transaction Documents and the Financing Statements, we have examined originals,

Section 2: Assumptions The opinions set forth herein are based upon and subject to the following assumptions, each of which we have assumed to be true and correct without independent investigation or verification: 2.1 General Assumptions (a) Each of the Transaction Documents has been, or prior to the Closing Date will be, duly authorized by all necessary corporate, limited liability company, or other organizational a

Section 3: Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that: 3.1 Opinion 1 — QPF to QRH (Sale Agreement / Back-Up Security Interest) Assuming that (a) the transfer of Receivables from QPF to QRH under the Sale Agreement is recharacterize

Section 4: Qualifications and Limitations The opinions set forth in Section 3 above are subject to the following qualifications and limitations: 4.1 General Qualifications (a) Jurisdictional Limitation. This Opinion is limited to the laws of the State of Delaware, including Article 9 of the Uniform Commercial Code as adopted and in effect in the State of Delaware (6 Del. C. §§ 9-101 et seq.), and applicable federal l

Section 5: Reliance and Other Matters This Opinion is rendered solely for the benefit of the addressees hereof — Calvoneth Trust Company, National Association, as Indenture Trustee, Quorum Receivables Funding 2022-1 LLC, as Issuer, and Ridgeline Capital Markets LLC, as Initial Purchaser — and their respective successors and assigns under the Transaction Documents, and may not be relied upon by any other person or ent

1. QPF-QRH Financing Statement

2. QRH-QRF Financing Statement

3. QRF-Trustee Financing Statement Note: The collateral descriptions set forth above are summaries based on the draft financing statements reviewed. The actual collateral descriptions may be revised prior to closing to conform to the executed versions of the Transaction Documents. EXHIBIT B DESCRIPTION OF UCC LIEN SEARCH RESULTS Set forth below is a summary of the UCC lien search results obtained from the Office of t

1. Quorum Premium Finance LLC Results: The search revealed the following financing statement(s) on file against Quorum Premium Finance LLC: (a) UCC-1 Filing No. 2020-4817293, filed October 14, 2020, naming Quorum Premium Finance LLC as Debtor and Pinnacle National Bank, N.A. as Secured Party. Collateral description: "All assets of the Debtor, including but not limited to accounts, chattel paper, general intangibles,

2. Quorum Receivables Holding LLC Results: No financing statements were found on file against Quorum Receivables Holding LLC as of the date and time of the search. QRH is a newly formed special purpose entity, organized on August 3, 2022, solely for the purpose of participating in the transactions contemplated by the Transaction Documents. Conclusion: Upon the filing of the QRH-QRF Financing Statement, such financing

3. Quorum Receivables Funding 2022-1 LLC Results: No financing statements were found on file against Quorum Receivables Funding 2022-1 LLC as of the date and time of the search. QRF 2022-1 is a newly formed special purpose entity, organized on August 3, 2022, solely for the purpose of issuing the Notes and participating in the transactions contemplated by the Transaction Documents. Conclusion: Upon the filing of the