Contract analysis

I. INTRODUCTION AND ENGAGEMENT Calderwood & Harkness LLP ("we," "us," or "Calderwood & Harkness") has been engaged as issuer's counsel in connection with the proposed issuance (the "Offering") by Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company ("QRF 2022-1" or the "Issuer"), of asset-backed notes in the following classes and amounts: (a) $375,000,000 aggregate principal amount of Class A F

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

1. Certificate of Formation of Quorum Receivables Funding 2022-1 LLC, as filed with the Secretary of State of the State of Delaware on August 3, 2022 (Delaware Secretary of State File No. 7894231).

2. Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC, dated as of August 3, 2022 (the "QRF 2022-1 LLC Agreement"), by Quorum Receivables Holding LLC, as sole member, providing for the appointment of Timothy R. Callan as independent manager of QRF 2022-1, such appointment having been made by Fortbridge Corporate Services LLC ("Fortbridge").

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

4. Limited Liability Company Agreement of Quorum Receivables Holding LLC, dated as of August 3, 2022 (the "QRH LLC Agreement"), by Quorum Premium Finance LLC, as sole member, providing for the appointment of Eleanor M. Vasquez as independent manager of QRH, such appointment having been made by Fortbridge.

5. Independent Manager Agreement, dated as of August 3, 2022, between Quorum Receivables Funding 2022-1 LLC and Fortbridge Corporate Services LLC, naming Timothy R. Callan as independent manager of QRF 2022-1 (the "QRF Independent Manager Agreement").

6. Independent Manager Agreement, dated as of August 3, 2022, between Quorum Receivables Holding LLC and Fortbridge Corporate Services LLC, naming Eleanor M. Vasquez as independent manager of QRH (the "QRH Independent Manager Agreement").

7. Indenture (execution draft v4, dated October 12, 2022) between Quorum Receivables Funding 2022-1 LLC, as Issuer, and Calvoneth Trust Company, National Association, as Indenture Trustee (the "Indenture").

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

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

10. Servicing Agreement (execution draft v3, dated October 12, 2022) among Quorum Receivables Funding 2022-1 LLC, as Issuer, Quorum Premium Finance LLC, as Servicer, and Calvoneth Trust Company, National Association, as Trustee (the "Servicing Agreement").

11. Back-Up Servicing Agreement (execution draft v2, dated October 12, 2022) among Quorum Receivables Funding 2022-1 LLC, Quorum Premium Finance LLC, Northvane Bank, National Association ("Northvane Bank"), as Back-Up Servicer, and Calvoneth Trust Company, National Association, as Trustee (the "Back-Up Servicing Agreement").

12. Administration Agreement (execution draft v2, dated October 12, 2022) between Quorum Receivables Funding 2022-1 LLC and Quorum Insurance Holdings Corp., as Administrator (the "Administration Agreement").

13. 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").

14. Liquidity Facility Agreement (execution draft v2, dated October 12, 2022) between Quorum Receivables Funding 2022-1 LLC and Northvane Bank, National Association (the "Liquidity Facility Agreement").

15. Account Control Agreement (execution draft v2, dated October 12, 2022) between Quorum Receivables Funding 2022-1 LLC and Calvoneth Trust Company, National Association, as Securities Intermediary (the "Account Control Agreement").

16. Grant of Security Interest / Pledge Agreement (execution draft v2, dated October 12, 2022) from Quorum Receivables Funding 2022-1 LLC to Calvoneth Trust Company, National Association (the "Pledge Agreement").

17. Performance Guaranty (execution draft v1, dated October 12, 2022) by Quorum Insurance Holdings Corp. in favor of Calvoneth Trust Company, National Association (the "Performance Guaranty").

18. Draft UCC-1 Financing Statements (Forms UCC1) to be filed with the Secretary of State of the State of Delaware, naming (a) Quorum Premium Finance LLC as debtor and Quorum Receivables Holding LLC as secured party, (b) Quorum Receivables Holding LLC as debtor and Quorum Receivables Funding 2022-1 LLC as secured party, and (c) Quorum Receivables Funding 2022-1 LLC as debtor and Calvoneth Trust Company, National Asso

19. Secretary's Certificate of Quorum Insurance Holdings Corp., dated July 27, 2022, certifying resolutions of the Board of Directors of QIH authorizing the transaction and attaching copies of the Certificate of Incorporation and Bylaws of QIH as currently in effect.

20. Manager's Certificate of Quorum Premium Finance LLC, dated July 27, 2022, certifying resolutions of the managers of QPF authorizing the transaction.

21. Preliminary Offering Memorandum (v3, dated October 12, 2022) relating to the offering of the Notes (the "Offering Memorandum").

22. Good standing certificate for Quorum Receivables Funding 2022-1 LLC, issued by the Secretary of State of the State of Delaware, dated September 28, 2022.

23. Good standing certificate for Quorum Receivables Holding LLC, issued by the Secretary of State of the State of Delaware, dated September 28, 2022. The documents listed in items (1) through (23) above are referred to collectively herein as the "Transaction Documents." We have also reviewed such other documents, certificates, and records as we have deemed necessary or appropriate for purposes of this opinion. In re

III. ASSUMPTIONS This opinion is predicated upon each of the following assumptions. If any of the following assumptions is not satisfied in fact, the conclusions expressed in this opinion could be materially affected:

1. Due Execution and Enforceability. All Transaction Documents will be duly authorized, executed, and delivered in the form reviewed by us (or in substantially similar form containing no provisions that are materially less favorable from a separateness or bankruptcy-remoteness standpoint), and will constitute the valid, binding, and enforceable obligations of all parties thereto, in each case in accordance with their

2. Accuracy of Representations and Warranties. The factual representations and warranties of the parties contained in the Transaction Documents are true and correct in all material respects as of the date of execution thereof and will continue to be true and correct in all material respects as of the Closing Date and at all relevant times thereafter.

3. Compliance with QRF 2022-1 Separateness Covenants. QRF 2022-1 has been, and will continue to be, operated in strict compliance with the separateness covenants and organizational restrictions set forth in the QRF 2022-1 LLC Agreement and the Transaction Documents, including without limitation the covenants described in Section V.2 below.

4. Compliance with QRH Separateness Covenants. QRH has been, and will continue to be, operated in strict compliance with the separateness covenants and organizational restrictions set forth in the QRH LLC Agreement and the Transaction Documents.

5. Maintenance of Independent Managers. The independent managers — Timothy R. Callan for QRF 2022-1 and Eleanor M. Vasquez for QRH — have been and will continue to be maintained in their respective positions for so long as any Notes remain outstanding, and will at all times satisfy the independence requirements set forth in the QRF 2022-1 LLC Agreement and the QRH LLC Agreement, respectively. The consent of the appli

6. True Sale Treatment. 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 constitute true sales and not secured loans for all purposes, including under applicable federal bankruptcy law and applicable state law (including the Uniform Commercial Code as in effect in the applicable jurisdictions). We n

7. Perfection of Security Interests. The UCC-1 Financing Statements described in item (18) of Section II will be duly filed with the Secretary of State of the State of Delaware on or prior to the Closing Date, and all actions necessary to perfect the security interests contemplated by the Transaction Documents will be duly taken and maintained.

8. Separate Accounts, Books, and Records. QRF 2022-1 will maintain its own bank accounts, including the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account, each held at Calvoneth Trust Company, National Association, and will maintain separate books and records and separate financial statements distinct from those of QIH, QPF, and QRH.

9. Observance of Entity Formalities. QRF 2022-1 will observe all formalities of a separate limited liability company entity, including holding itself out to the public, lenders, rating agencies, trade creditors, and all other third parties as a legal entity separate and apart from QIH, QPF, and QRH.

10. Adequate Capitalization; No Commingling. QRF 2022-1 will maintain adequate capitalization for its contemplated activities and will not commingle its assets with those of QIH, QPF, QRH, or any other entity.

11. Payment of Own Expenses. QRF 2022-1 will pay its own expenses and liabilities from its own funds, including, without limitation, the Indenture Trustee fee of $35,000 per annum plus $5,000 per Payment Date, and will not guarantee or pay the obligations or debts of any affiliate or other person.

12. Consistency with Separateness Covenants. No party to any Transaction Document will act in a manner inconsistent with the separateness covenants set forth in the QRF 2022-1 LLC Agreement, the QRH LLC Agreement, or the Transaction Documents.

13. Compliance with Applicable Laws. All applicable state and federal laws and regulations, including without limitation applicable licensing, usury, insurance premium financing, and consumer protection laws, will be complied with by QRF 2022-1 and the Affiliated Entities. We emphasize that the foregoing assumptions are fundamental to the opinion expressed herein. The doctrine of substantive consolidation is fact-int

IV. LEGAL FRAMEWORK — SUBSTANTIVE CONSOLIDATION DOCTRINE A. General Principles The doctrine of substantive consolidation is an equitable remedy available to a bankruptcy court under the Bankruptcy Code. Although the Bankruptcy Code does not expressly authorize substantive consolidation by name, courts have recognized the remedy as incident to the general equitable powers conferred by Section 105(a) of the Bankruptcy

V. APPLICATION TO QRF 2022-1 A. QRF 2022-1 as a Properly Structured Bankruptcy-Remote SPE QRF 2022-1 is a Delaware limited liability company formed on August 3, 2022, for the sole and limited purpose of (i) acquiring and holding insurance premium finance receivables originated by QPF, (ii) issuing notes backed by such receivables, (iii) granting security interests in such receivables and the proceeds thereof to the T

VI. ANALYSIS OF CONSOLIDATION WITH SPECIFIC ENTITIES A. Non-Consolidation with Quorum Insurance Holdings Corp. (QIH) QIH is the ultimate parent and sponsor of the securitization transaction. It is a publicly traded Delaware corporation listed on the New York Stock Exchange under the ticker symbol "QIHC," with its principal executive offices located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901. For

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

1. Jurisdictional Scope. This opinion is based solely on the laws of the State of New York and the federal laws of the United States of America, including the United States Bankruptcy Code (Title 11 of the United States Code, as amended). We express no opinion as to the laws of any other jurisdiction, including the laws of the State of Delaware, except to the extent that the Delaware Limited Liability Company Act (6

2. Laws and Facts as of Date Hereof. This opinion is based on facts as they exist as of the date hereof and on laws in effect as of the date hereof. We assume no obligation to update, revise, or supplement this opinion to reflect any changes in law, regulation, or fact that may occur after the date hereof, and we expressly disclaim any such obligation.

3. Dependence on Assumptions. This opinion is subject to and conditioned upon the assumptions set forth in Section III above. If any such assumption is not satisfied in fact — whether at the time of closing or at any time thereafter — the conclusions expressed herein could be materially affected. In particular, the ongoing observance of the separateness covenants and organizational restrictions set forth in the QRF 2

4. Equitable Nature of Substantive Consolidation. Substantive consolidation is an equitable remedy that lies within the broad discretion of the bankruptcy court. By its nature, the doctrine involves a case-by-case, fact-intensive inquiry, and