Contract analysis

I. INTRODUCTION AND TRANSACTION DESCRIPTION Calderwood & Harkness LLP ("we," "us," or "our") has acted as special counsel to Quorum Insurance Holdings Corp. ("QIH"), a Delaware corporation listed on the New York Stock Exchange (ticker: QIHC), Quorum Premium Finance LLC ("QPF"), a Delaware limited liability company and wholly owned subsidiary of QIH, Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability

II. DOCUMENTS REVIEWED In connection with the rendering of this opinion, we have reviewed originals or copies (certified or otherwise identified to our satisfaction) of the following documents and materials:

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

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

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

4. Amended and Restated Limited Liability Company Agreement of Quorum Receivables Holding LLC (dated August 3, 2022), reflecting QPF as sole member and Eleanor M. Vasquez (Fortbridge Corporate Services LLC) as independent manager (the "QRH LLC Agreement");

5. Limited Liability Company Agreement of Quorum Premium Finance LLC (the "QPF LLC Agreement");

6. Certificate of Formation of Quorum Receivables Holding LLC (filed August 3, 2022, with the Secretary of State of the State of Delaware, DE SOS File No. 7894228);

7. Grant of Security Interest (Pledge Agreement) (execution draft v2, dated as of October 12, 2022) by QRF 2022-1 in favor of Calvoneth Trust Company, N.A., as Trustee (the "Pledge Agreement");

8. Draft UCC-1 Financing Statement naming QPF as Debtor and QRH as Secured Party, to be filed with the Secretary of State of the State of Delaware as a precautionary back-up filing (the "Precautionary UCC-1");

9. Servicing Agreement (execution draft v3, dated as of October 12, 2022) among QRF 2022-1, QPF (as Servicer), and Calvoneth Trust Company, N.A. (as Trustee) (the "Servicing Agreement");

10. Note Purchase Agreement (execution draft v3, dated as of October 12, 2022) among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC, as initial purchaser (the "Note Purchase Agreement");

11. Preliminary Offering Memorandum (v3, dated October 12, 2022) for the Notes (the "Offering Memorandum");

12. Manager's Certificate of QPF (dated July 27, 2022), certifying authorizing resolutions executed by Sandra Ling-Hwang, as Manager of QPF, approving the Transaction;

13. Secretary's Certificate of QIH (dated July 27, 2022), certifying resolutions of the Board of Directors of QIH authorizing the Transaction and related matters; and

14. Such other documents, certificates, records, instruments, and matters of law as we have deemed necessary or appropriate for purposes of this opinion. The documents described in items 1 through 11 above are hereinafter collectively referred to as the "Transaction Documents." We have also reviewed such corporate and organizational documents, good standing certificates, officers' certificates, and other materials as

III. DEFINITIONS Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale Agreement. For convenience of reference, the following terms are used in this opinion with the meanings set forth below: "Collections" means all cash collections and other cash proceeds of the Receivables, including all scheduled payments of principal and interest, all prepayments, all late fe

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

1. The Sale Agreement and each other Transaction Document has been duly authorized, executed, and delivered by each party thereto and constitutes the legal, valid, and binding obligation of each such party, enforceable against each such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors' rights generally and to general p

2. Each of QPF and QRH is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and each has full power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party.

3. QPF has good and marketable title to the Receivables, free and clear of any and all liens, claims, security interests, or other encumbrances of any kind, other than those created under the Transaction Documents, and QPF has the right and authority to sell, transfer, assign, and convey such Receivables to QRH pursuant to the Sale Agreement.

4. The UCC-1 financing statement naming QPF as debtor and QRH as secured party, in the form attached hereto as Annex B, will be duly filed with the Secretary of State of the State of Delaware as a precautionary back-up filing, and will be effective upon filing to perfect the back-up security interest described therein.

5. All representations and warranties of QPF and QRH set forth in the Sale Agreement, and all representations and warranties of each other party set forth in the other Transaction Documents, are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the closing date of the Transaction.

6. Each of QPF and QRH will perform its respective obligations under the Sale Agreement and the other Transaction Documents in accordance with the terms thereof, and the Transaction will be consummated in accordance with the terms and conditions set forth in the Transaction Documents, without waiver or modification of any material term or condition.

7. The transactions described in the Sale Agreement will be consummated in all material respects in accordance with the terms set forth therein and in the other Transaction Documents, and no party will engage in any conduct that is inconsistent with the terms of the Transaction Documents or that is intended to defeat or undermine the characterization of the transfer of Receivables as a true sale.

8. QRH is, and will at all relevant times be, a bankruptcy-remote special purpose entity that will observe the separateness covenants set forth in the QRH LLC Agreement, including, without limitation: (a) maintenance of its own separate books, records, financial statements, and bank accounts; (b) maintenance of its assets separate from, and not commingled with, the assets of QPF, QIH, or any other affiliate; (c) cond

9. Eleanor M. Vasquez has been duly appointed and continues to serve as independent manager of QRH pursuant to the Independent Manager Agreement with Fortbridge Corporate Services LLC dated as of August 3, 2022, and the QRH LLC Agreement, and that Ms. Vasquez is not, and will not be, an employee, officer, director, or affiliate of QPF, QIH, QRF 2022-1, or any affiliate thereof (other than QRH in her capacity as indep

V. QUALIFICATIONS AND LIMITATIONS The opinion expressed herein is subject to the following qualifications and limitations: A. Governing Law. This opinion is limited to the federal law of the United States and the laws of the State of New York as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Delaware, except to the ex

VI. LEGAL ANALYSIS — TRUE SALE FRAMEWORK 6.1 Governing Legal Standard The central question addressed by this opinion is whether the transfer of Receivables from QPF to QRH under the Sale Agreement constitutes a "true sale" — that is, an absolute transfer of ownership in the Receivables — or whether, notwithstanding the parties' characterization of the transfer as a sale, the transfer should instead be recharacterized

Article 9 of the Uniform Commercial Code, as adopted in New York (the "New York UCC"), recognizes that certain transactions that are denominated as "sales" may, depending on their economic substance, constitute secured transactions subject to Article 9. Conversely, a transaction denominated as a "loan" may in substance be a sale. Section 9-109(a)(3) of the New York UCC provides that Article 9 applies to "a sale of ac

VII. OPINION Based upon and subject to the foregoing review of the Transaction Documents, the assumptions set forth in Section IV, the qualifications and limitations set forth in Section V, and the legal analysis set forth in Section VI, and subject to the further qualifications and limitations set forth herein, it is our opinion that: 7.1 Primary Opinion The transfer of Receivables from QPF to QRH pursuant to the Sa

VIII. RELIANCE AND DISTRIBUTION This opinion is rendered solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Transaction Documents. This opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent, and no person or entity other than the addressees hereof is entitled to rely on the opinion expressed herein

1. Receivables Sale Agreement (execution draft v3, dated as of October 12, 2022) by and between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser.

2. Receivables Transfer Agreement (execution draft v3, dated as of October 12, 2022) by and between Quorum Receivables Holding LLC, as Transferor, and Quorum Receivables Funding 2022-1 LLC, as Transferee.

3. Indenture (execution draft v4, dated as of October 12, 2022) by and between Quorum Receivables Funding 2022-1 LLC, as Issuer, and Calvoneth Trust Company, N.A., as Trustee.

4. Amended and Restated Limited Liability Company Agreement of Quorum Receivables Holding LLC (dated August 3, 2022).

5. Limited Liability Company Agreement of Quorum Premium Finance LLC.

6. Certificate of Formation of Quorum Receivables Holding LLC (filed August 3, 2022, with the Secretary of State of the State of Delaware, DE SOS File No. 7894228).

7. Grant of Security Interest (Pledge Agreement) (execution draft v2, dated as of October 12, 2022) by Quorum Receivables Funding 2022-1 LLC in favor of Calvoneth Trust Company, N.A., as Trustee.

8. Draft UCC-1 Financing Statement — Quorum Premium Finance LLC (Debtor) / Quorum Receivables Holding LLC (Secured Party), to be filed with the Secretary of State of the State of Delaware.

9. Servicing Agreement (execution draft v3, dated as of October 12, 2022) among Quorum Receivables Funding 2022-1 LLC, Quorum Premium Finance LLC (as Servicer), and Calvoneth Trust Company, N.A. (as Trustee).

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

11. Preliminary Offering Memorandum (v3, dated October 12, 2022) for the Class A Notes, Class B Notes, and Class C Notes.