Contract analysis

I. INTRODUCTION AND ENGAGEMENT Calderwood & Harkness LLP ("we," "us," or "Calderwood & Harkness") has acted as issuer's counsel to Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1" or the "Issuer"), a Delaware limited liability company, in connection with the proposed issuance by the Issuer of $500,000,000 in aggregate principal amount of floating rate asset-backed notes (the "Notes"), consisting of $375,000,000 Cl

II. DOCUMENTS AND MATERIALS REVIEWED In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents and materials (collectively, the "Transaction Documents"):

1. Preliminary Offering Memorandum dated October 12, 2022 (version 3) (the "Offering Memorandum") for QRF 2022-1 relating to the offering of the Notes.

2. Indenture (execution draft, version 4) (the "Indenture"), dated as of [●], 2022, between QRF 2022-1, as Issuer, and Calvoneth Trust Company, N.A. ("Calvoneth Trust"), as Trustee.

3. Receivables Sale Agreement (execution draft, version 3) (the "Receivables Sale Agreement"), dated as of [●], 2022, between Quorum Premium Finance LLC ("QPF"), as Seller, and Quorum Receivables Holding LLC ("QRH"), as Purchaser.

4. Receivables Transfer Agreement (execution draft, version 3) (the "Receivables Transfer Agreement"), dated as of [●], 2022, between QRH, as Transferor, and QRF 2022-1, as Transferee.

5. Servicing Agreement (execution draft, version 3) (the "Servicing Agreement"), dated as of [●], 2022, among QRF 2022-1, QPF, as Servicer, and Calvoneth Trust, as Trustee.

6. Note Purchase Agreement (execution draft, version 3) (the "Note Purchase Agreement"), dated as of [●], 2022, among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC.

7. Limited Liability Company Agreement of QRF 2022-1, dated August 3, 2022 (the "Issuer LLC Agreement").

8. Limited Liability Company Agreement of QRH, dated August 3, 2022 (the "QRH LLC Agreement" and, together with the Issuer LLC Agreement, the "LLC Agreements").

9. Certificate of Formation of QRF 2022-1, filed with the Secretary of State of the State of Delaware on August 3, 2022 (DE SOS File No. 7894231).

10. Certificate of Formation of QRH, filed with the Secretary of State of the State of Delaware on August 3, 2022 (DE SOS File No. 7894228).

11. Grant of Security Interest (Pledge Agreement) (execution draft, version 2) (the "Pledge Agreement"), dated as of [●], 2022, from QRF 2022-1 to Calvoneth Trust.

12. Account Control Agreement (execution draft, version 2) (the "Account Control Agreement"), dated as of [●], 2022, among QRF 2022-1 and Calvoneth Trust, in its capacity as Securities Intermediary.

13. Administration Agreement (execution draft, version 2) (the "Administration Agreement"), dated as of [●], 2022, between QRF 2022-1 and QIH, as Administrator.

14. Liquidity Facility Agreement (execution draft, version 2) (the "Liquidity Facility Agreement"), dated as of [●], 2022, between QRF 2022-1 and Northvane Bank, N.A. ("Northvane Bank").

15. Back-Up Servicing Agreement (execution draft, version 2) (the "Back-Up Servicing Agreement"), dated as of [●], 2022, among QRF 2022-1, QPF, Northvane Bank, and Calvoneth Trust.

16. Performance Guaranty (execution draft, version 1) (the "Performance Guaranty"), dated as of [●], 2022, by QIH in favor of Calvoneth Trust.

17. Tax Structuring Memorandum, dated August 12, 2022, prepared by Calderwood & Harkness LLP (the "Tax Structuring Memorandum").

18. Draft UCC-1 Financing Statements to be filed in connection with the following transactions: (i) QPF to QRH (Receivables Sale Agreement), (ii) QRH to QRF 2022-1 (Receivables Transfer Agreement), and (iii) QRF 2022-1 to Calvoneth Trust (Pledge Agreement/Indenture).

19. Employer Identification Number ("EIN") confirmations issued by the Internal Revenue Service (the "IRS") for the following entities: QRF 2022-1 (EIN 88-1247653), QRH (EIN 88-1247619), QPF (EIN 84-2653198), and QIH (EIN 82-4391067).

20. Such other certificates, documents, and instruments as we have deemed necessary or appropriate for the purpose of rendering this opinion. We have also reviewed such provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations promulgated thereunder, relevant judicial decisions, published rulings and revenue procedures of the IRS, and such other authorities as we have c

III. ASSUMPTIONS In rendering this opinion, we have relied upon the following factual and legal assumptions, without independent investigation or verification. A. Factual Assumptions We have assumed, without independent investigation, that the following factual matters are and will remain true and correct:

1. The Transaction Documents will be duly executed and delivered by all parties thereto in substantially the form reviewed by us as described in Section II above, and all conditions precedent to the effectiveness of such agreements will have been satisfied or waived.

2. All representations, warranties, and statements of fact contained in the Transaction Documents, including the Offering Memorandum, and in any certificates delivered to us in connection with this opinion, are and will remain true and correct in all material respects as of the date of closing and as of any applicable subsequent date on which such representations, warranties, and statements are deemed to be repeated.

3. All parties to the Transaction Documents will comply with and perform their respective obligations under the Transaction Documents in accordance with their terms throughout the life of the transaction, including the revolving period, the amortization period, and through the legal final maturity date of the Notes.

4. The receivables pool acquired by QRF 2022-1 consists of insurance premium finance receivables originated by QPF to U.S. commercial policyholders. Such receivables are secured by unearned premium refund rights arising under the underlying insurance policies. The initial pool balance as of the cut-off date of June 30, 2022, is approximately $612,000,000, comprising approximately 82,400 individual loans with a weight

5. QRF 2022-1 has no assets other than the receivables transferred to it by QRH, related collections thereon, and the accounts and investments held pursuant to the Account Control Agreement and the Indenture, and will acquire no assets other than additional receivables during the revolving period and replacement receivables in accordance with the terms of the Transaction Documents.

6. QRF 2022-1 will engage in no business activities other than those expressly contemplated by the Transaction Documents, including without limitation the acquisition, holding, and financing of the receivables, the issuance of the Notes, and the performance of its obligations under the Transaction Documents. B. Legal Assumptions We have further assumed, without independent investigation:

1. The transfers of receivables from QPF to QRH pursuant to the Receivables Sale Agreement and from QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement will be treated as "true sales" of the receivables for federal income tax purposes. This assumption is consistent with our analysis in our separate Draft True Sale Opinions dated October 8, 2022, which address the characterization of such transfers under

2. All UCC-1 financing statements described in paragraph 18 of Section II above will be duly filed with the Secretary of State of the State of Delaware and will be effective to perfect the security interests described therein under applicable law.

3. The separateness covenants contained in the LLC Agreements of QRF 2022-1 and QRH will be strictly observed at all times during the term of the transaction, including without limitation the requirements to maintain separate books and records, separate bank accounts, and separate financial statements, and to hold each entity out as a legal entity separate from its affiliates.

4. The independent managers appointed in accordance with the LLC Agreements — specifically, Timothy R. Callan, as independent manager of QRF 2022-1, and Eleanor M. Vasquez, as independent manager of QRH, each appointed by Fortbridge Corporate Services LLC — will discharge their duties and exercise their authority in accordance with the Independent Manager Agreements and the applicable provisions of the LLC Agreements

IV. SUMMARY OF RELEVANT FACTS Based upon our review of the Transaction Documents and the assumptions set forth in Section III above, we understand the relevant facts of the proposed transaction to be as follows: A. The Issuer — QRF 2022-1 QRF 2022-1 is a Delaware limited liability company formed on August 3, 2022, under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. QRF 2022-1's Certificate o

V. OPINIONS Based upon our review of the Transaction Documents, the assumptions set forth in Section III above, the facts described in Section IV above, and our analysis of applicable provisions of the Code, Treasury Regulations, judicial decisions, IRS rulings, and other published guidance, and subject to the qualifications and limitations set forth in Section VII below, we are of the opinion that: A. Opinion 1: Cla

VI. TAXABLE INCOME AND WITHHOLDING MATTERS A. Treatment of Interest on the Notes Interest paid on the Notes will constitute ordinary income to the holders thereof, includible in gross income in accordance with each holder's regular method of accounting for federal income tax purposes. Because QRF 2022-1 is treated as a disregarded entity for federal income tax purposes, the interest expense on the Notes will be treat

VII. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations:

1. Scope Limited to Federal Income Tax. This opinion is limited to U.S. federal income tax matters. No opinion is expressed regarding the state, local, or foreign tax consequences of the issuance of the Notes, the ownership or disposition of the Notes by any holder, or any other aspect of the transaction described herein. We note that state tax nexus issues related to the transaction are addressed in our separate mem

2. Based on Current Law. This opinion is based on the provisions of the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated thereunder, judicial decisions, IRS rulings, revenue procedures, and other published administrative guidance, in each case in effect as of the date hereof. All of the foregoing authorities are subject to change at any time, potentially with retroactive effect,

3. No Opinion on Holder-Specific Consequences. No opinion is expressed regarding the tax treatment of any particular holder of the Notes based on such holder's particular tax status or circumstances, including, without limitation, the application of the alternative minimum tax, the net investment income tax under Section 1411 of the Code, the tax consequences to tax-exempt organizations, regulated investment companie

4. True Sale Assumption. This opinion assumes that the transfers of receivables from QPF to QRH and from QRH to QRF 2022-1 will be respected as true sales of the receivables for federal income tax purposes. If such transfers were to be recharacterized as secured financings rather than true sales, the tax analysis could differ materially. In particular, if the transfers were treated as secured loans by QPF (or QIH) to

5. No IRS Ruling. No ruling has been or will be sought from the IRS with respect to any of the matters addressed in this opinion. The IRS is not bound by the opinions expressed herein, and there can be no assurance that the IRS will not challenge any of the positions set forth in this opinion or that a court would not sustain such a challenge. In particular, we note that the IRS has not issued definitive guidance on

6. Limited Use. This opinion should not be relied upon for any other transaction, or by any person other than the addressees hereof, without our prior written consent. This opinion is being delivered solely in connection with the offering of the Notes described herein and may not be used, quoted, or referred to for any other purpose, or furnished to any other person, without our prior written consent, except as expre

7. Draft Status. This is a draft opinion prepared for discussion purposes only and may not be relied upon. The final version of this opinion, if delivered, will be subject to the satisfaction of all conditions precedent to the closing of the offering of the Notes and the execution and delivery of the Transaction Documents in final form.

VIII. CONSENT AND RELIANCE This opinion is rendered solely to and for the benefit of the addressees hereof and may not be relied upon by any other person without our prior written consent. However, upon finalization and execution of this opinion and delivery thereof at the closing of the offering of the Notes: (a) Ridgeline Capital Markets LLC may rely on this opinion in connection with its role as structuring agent

IX. STATUS NOTATION THIS IS A DRAFT OPINION DATED OCTOBER 10, 2022. IT HAS NOT BEEN FINALIZED AND MAY NOT BE RELIED UPON. THE TRANSACTION TO WHICH THIS OPINION RELATES HAS BEEN SHELVED AND THIS OPINION WAS NEVER DELIVERED IN FINAL FORM. We note, for the record, that the securitization transaction to which this opinion relates was placed in dormant status as of November 18, 2022, following a decision by Quorum Insuran

X. SIGNATURE BLOCK Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Sylvia Hartwell Title: Partner (Tax) Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 558-4000 Email: shartwell@calderwoodharkness.com EXHIBIT A — SUMMARY OF CAPITAL STRUCTURE The following table sets forth a summary of the capital structure of Quorum Receivables Funding 2022-1 LLC in connection with th

1. Percentages are expressed as a percentage of the total capital structure ($500,000,000), which consists of the aggregate principal amount of the Notes ($485,000,000) plus the overcollateralization / retained interest ($15,000,000).

2. Credit enhancement percentages are calculated as the total amount of subordination and overcollateralization junior to each class, expressed as a percentage of the total capital structure ($500,000,000). For example, credit enhancement for the Class A Notes equals the sum of the Class B Notes ($75,000,000), the Class C Notes ($35,000,000), and the overcollateralization ($15,000,000), or $125,000,000, divided by $5

3. Preliminary ratings are subject to change and may not reflect the final ratings assigned at the time of closing. Brindoval Ratings is identified by the suffix "(cr)" and Pinnacle Rating Services by the suffix "(p)."

4. The overcollateralization / retained interest is retained by QIH (through the SPV chain) for credit risk retention compliance purposes and is not offered to third-party investors. EXHIBIT B — ENTITY STRUCTURE CHART The following describes the ownership chain and federal income tax classification of each entity in the securitization structure: Ownership Chain: Quorum Insurance Holdings Corp. ("QIH") (Delaware Corpo