Contract analysis

I. Introduction and Purpose of Opinion Calderwood & Harkness LLP ("we," "us," or "Calderwood & Harkness") has been engaged as issuer's counsel to Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (the "Issuer" or "QRF 2022-1"), in connection with the above-referenced transaction (the "Transaction"). This opinion letter is being delivered in connection with the issuance by the Issuer of the N

II. Documents Reviewed In rendering this opinion, we have reviewed originals or copies (certified or otherwise identified to our satisfaction) of the following documents (collectively, the "Reviewed Documents"):

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

2. Limited Liability Company Agreement of Quorum Receivables Holding LLC, dated as of August 3, 2022 (the "LLC Agreement"), by and between Quorum Premium Finance LLC, as sole member (the "Member"), and Eleanor M. Vasquez (designated by Fortbridge Corporate Services LLC), as independent manager (the "Independent Manager").

3. Independent Manager Agreement, dated as of August 3, 2022 (the "Independent Manager Agreement"), by and between QRH and Fortbridge Corporate Services LLC ("Fortbridge"), pursuant to which Fortbridge has agreed to provide Eleanor M. Vasquez as independent manager of QRH.

4. Receivables Sale Agreement (execution draft v3, dated October 12, 2022), by and between QPF, as seller, and QRH, as purchaser (the "Receivables Sale Agreement").

5. Receivables Transfer Agreement (execution draft v3, dated October 12, 2022), by and between QRH, as transferor, and QRF 2022-1, as transferee (the "Receivables Transfer Agreement").

6. Indenture (execution draft v4, dated October 12, 2022) (the "Indenture"), by and between QRF 2022-1, as issuer, and Calvoneth Trust Company, National Association ("Calvoneth Trust" or the "Indenture Trustee"), as trustee.

7. 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.

8. Draft UCC-1 Financing Statement naming QRH, as debtor, and QRF 2022-1, as secured party, to be filed with the Secretary of State of the State of Delaware.

9. Secretary's Certificate of Quorum Insurance Holdings Corp., dated July 27, 2022, certifying resolutions adopted by the Board of Directors of QIH authorizing the Transaction and the execution and delivery of the Transaction Documents to which QIH is a party.

10. Manager's Certificate of Quorum Premium Finance LLC, dated July 27, 2022, certifying resolutions adopted by the managers of QPF authorizing the Transaction and the execution and delivery of the Transaction Documents to which QPF is a party.

11. Certificate of Formation of Quorum Insurance Holdings Corp., as amended through the date hereof, the Amended and Restated Certificate of Incorporation of QIH, and the Bylaws of QIH, each as currently in effect; the Certificate of Formation of QPF, as filed with the Delaware Secretary of State, and the Limited Liability Company Agreement of QPF, each as currently in effect.

12. Preliminary Offering Memorandum (v3), dated October 12, 2022, prepared in connection with the offering and sale of the Notes (the "Offering Memorandum").

13. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering this opinion, including the Account Control Agreement among QRF 2022-1, Calvoneth Trust, and Northvane Bank, N.A., the Administration Agreement between QRF 2022-1 and QIH, the Servicing Agreement among QRF 2022-1, QPF (as servicer), and Northvane Bank, N.A. (as back-up

III. Factual Background A. QRH — Formation and Purpose Quorum Receivables Holding LLC is a Delaware limited liability company formed on August 3, 2022, pursuant to the filing of its Certificate of Formation with the Secretary of State of the State of Delaware (Delaware Secretary of State File No. 7894228). QRH's registered agent in the State of Delaware is Ashgrove Services Inc., located at 28 Liberty Street, New Yor

IV. Assumptions In rendering this opinion, we have assumed the following (each, an "Assumption"), each of which we have not independently verified:

1. Execution and Delivery. All documents reviewed by us in connection with this opinion, including the Transaction Documents, will be duly executed and delivered by all parties thereto in substantially the form reviewed by us, and any changes to such documents between the date of this draft opinion and the date of execution will not be material to the analysis set forth herein.

2. Compliance with Separateness Covenants. The separateness covenants and operational requirements set forth in QRH's LLC Agreement (as described in Section V.B.3 below) will be observed and complied with by QRH, QPF, and their respective officers, managers, agents, and representatives at all times from and after the date of formation of QRH.

3. Independent Manager. QRH will at all times maintain an independent manager who satisfies the eligibility criteria set forth in the LLC Agreement and the Independent Manager Agreement. As of the date hereof, the independent manager is Eleanor M. Vasquez, designated by Fortbridge Corporate Services LLC (1209 Orange Street, Wilmington, Delaware 19801). QRH will not take any "Special Member Action" (as defined in the

4. Separate Books and Records. QRH will maintain its own books and records, separate and apart from the books and records of QIH, QPF, and any other affiliate. QRH's financial statements, to the extent prepared, will be prepared separately from those of QIH and QPF, although QRH's financial results may be included in QIH's consolidated financial statements in accordance with generally accepted accounting principles.

5. Separate Bank Accounts; No Commingling. QRH will maintain separate bank accounts and will not commingle its assets, funds, or accounts with those of QIH, QPF, or any other affiliate. All collections on the Receivables will be deposited into accounts maintained in the name of QRF 2022-1 or QRH, as applicable, and will be subject to the control of Calvoneth Trust as securities intermediary pursuant to the Account Co

6. Separate Identity. QRH will hold itself out to third parties, including creditors, contract counterparties, governmental authorities, and the public, as a legal entity separate and apart from QIH, QPF, and their respective affiliates. QRH will use its own stationery, invoices, and other business documents, and will not represent itself as a division, department, or branch of QIH, QPF, or any affiliate.

7. Observance of Formalities. QRH will observe all limited liability company formalities required under the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.) and QRH's LLC Agreement, including the maintenance of minutes or records of actions taken by the member and the independent manager.

8. True Sale. The transfers of Receivables from QPF to QRH under the Receivables Sale Agreement will constitute "true sales" for purposes of federal bankruptcy law, such that the Receivables so transferred will not be property of the estate of QPF in a case under the Bankruptcy Code. We note that a separate true sale opinion addressing this characterization is being prepared by this firm and is expected to be dated o

9. Adequate Capitalization. QRH will maintain adequate capitalization relative to its contemplated business activities, including its obligations under the Transaction Documents, and will not be rendered insolvent by the transactions contemplated hereby.

10. UCC Filings. All UCC-1 financing statements referenced herein, including the financing statement naming QPF as debtor and QRH as secured party and the financing statement naming QRH as debtor and QRF 2022-1 as secured party, will be properly filed with the Secretary of State of the State of Delaware and will be timely maintained through the filing of continuation statements as required under Article 9 of the Unif

11. Compliance with Transaction Documents. QRH, QPF, QIH, and each other party to the Transaction Documents will comply in all material respects with all representations, warranties, and covenants made by them in the Transaction Documents.

12. Accuracy of Factual Representations. The factual representations and certificates provided by officers and managers of QIH and QPF, including the Secretary's Certificate of QIH dated July 27, 2022, and the Manager's Certificate of QPF dated July 27, 2022, are true, correct, and complete in all material respects as of the dates thereof and will remain true, correct, and complete in all material respects as of the

V. Legal Analysis A. Substantive Consolidation Doctrine — Overview Substantive consolidation is an equitable remedy available in bankruptcy proceedings. Although not expressly authorized by any specific provision of the Bankruptcy Code, courts have recognized substantive consolidation as an exercise of the bankruptcy court's general equitable powers under Section 105(a) of the Bankruptcy Code, which provides that "[t

1. Separate Legal Existence and Formation QRH is a separate legal entity, duly formed as a Delaware limited liability company on August 3, 2022, by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware (Delaware Secretary of State File No. 7894228). QRH has its own federal employer identification number (88-1247619), its own Certificate of Formation, and its own LLC Agreement

2. Independent Manager / Governance A critical element of QRH's bankruptcy-remote structure is the requirement that QRH maintain, at all times, an independent manager. Pursuant to the LLC Agreement and the Independent Manager Agreement, Fortbridge Corporate Services LLC (1209 Orange Street, Wilmington, Delaware 19801) has designated Eleanor M. Vasquez as the Independent Manager of QRH. Ms. Vasquez is not, and has nev

3. Separateness Covenants in the LLC Agreement The LLC Agreement contains comprehensive separateness covenants that QRH is required to observe at all times. These covenants are designed to ensure that QRH maintains its status as a separate legal entity and are a central feature of the bankruptcy-remote structure. The separateness covenants include the following: (a) Separate Books and Records. QRH shall maintain its

4. Non-Petition Covenant The LLC Agreement contains a covenant by QPF, as the sole member of QRH, not to file or join in the filing of any involuntary petition under the Bankruptcy Code (or any analogous state insolvency proceeding) against QRH. The LLC Agreement also contains a covenant by QRH not to file a voluntary petition under the Bankruptcy Code (or any analogous state insolvency proceeding) without the prior

5. Limited Purpose and Activities As described above, QRH's LLC Agreement restricts QRH's activities to those related to the acquisition, holding, and transfer of Receivables and the execution, delivery, and performance of the Transaction Documents. QRH may not engage in any business or activity other than its stated limited purpose. This restriction ensures that QRH does not accumulate extraneous assets, liabilities

6. Asset Segregation / True Sale A central feature of the Transaction structure is the treatment of the transfer of Receivables from QPF to QRH as a "true sale" — i.e., as a sale or absolute transfer of the Receivables, rather than a secured loan or other financing. If the true sale characterization is respected, the Receivables transferred to QRH would not constitute property of QPF's bankruptcy estate under Section

7. No Commingling of Assets QRH's assets — consisting principally of the Receivables and the proceeds thereof — are at all times segregated from the assets of QIH and QPF. QRH maintains separate bank accounts, and funds belonging to QRH are not deposited into or held in accounts belonging to QIH, QPF, or any other affiliate. Collections on the Receivables flow through designated collection accounts and are ultimately

8. Third-Party Reliance on Separate Identity A key factor in the substantive consolidation analysis is whether creditors and other transaction counterparties have relied on the separate identity and creditworthiness of the entity in question, as opposed to the consolidated creditworthiness of the entity and its affiliates. In this case, the evidence of separate-entity reliance is compelling. Each of the principal tra

VI. Qualifications and Limitations This opinion is subject to the following qualifications and limitations:

1. Governing Law. This opinion is limited to the laws of the State of New York, the federal laws of the United States (including the Bankruptcy Code), and the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.). We express no opinion as to the laws of any other jurisdiction, including the laws of any state other than New York and Delaware, or the laws of any foreign country.

2. Date of Opinion. This opinion is based on the facts existing, and the law in effect, as of the date hereof. We have no obligation to update or supplement this opinion to reflect any changes in facts or law occurring after the date hereof, whether or not such changes would affect the conclusions expressed herein.

3. Assumptions. This opinion is based on the Assumptions set forth in Section IV above. If any Assumption proves to be incorrect, incomplete, or otherwise not satisfied, this opinion may be materially affected, and we express no opinion with respect to the matters addressed herein to the extent any such Assumption is not satisfied.

4. Equitable Discretion. The question of whether a bankruptcy court would order the substantive consolidation of QRH with QIH or QPF is, by its nature, a fact-intensive inquiry within the equitable discretion of the bankruptcy court. No opinion, however carefully rendered, can guarantee the outcome of such a proceeding. Our opinion reflects our professional judgment as to the most likely outcome based on the facts an

5. True Sale. This opinion does not address, and we express no opinion on, whether the transfers of Receivables from QPF to QRH constitute "true sales" for purposes of federal bankruptcy law or any other law. The true sale characterization is addressed in a separate true sale opinion being prepared by this firm, expected to be dated on or about October 8, 2022.

6. Tax Characterization. This opinion does not address, and we express no opinion on, the tax characterization or treatment of QRH, QRF 2022-1, or any transaction contemplated by the Transaction Documents. The tax characterization of the entities and transactions is addressed in a separate tax opinion prepared by Sylvia Hartwell, Esq.

7. Ongoing Compliance. This opinion assumes ongoing compliance by QRH, QPF, QIH, and their respective officers, managers, agents, and representatives with the separateness covenants and operational requirements set forth in the LLC Agreement and the Transaction Documents. Any failure to observe such covenants — including any commingling of assets, failure to maintain separate books and records, failure to maintain th

8. Delaware Counsel. Calderwood & Harkness LLP is a New York law firm and does not hold itself out as experts on matters of Delaware law. We opine on matters of Delaware law only to the extent of the Delaware Limited Liability Company Act as applied to the formation, governance, and operation of QRH. The addressees may wish to obtain a separate opinion from Delaware counsel as to matters of Delaware law, including th

9. Reliance. This opinion is rendered solely for the benefit of the addressees named herein and their successors and assigns as holders of the Notes or as Indenture Trustee, and may not be relied upon by any other person or entity without our prior written consent.

10. Bankruptcy Limitations. This opinion is subject to the effect of (a) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preference, and similar laws affecting creditors' rights generally, (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including concepts of materiality, reasonableness

11. No Other Matters. Except as expressly set forth herein, we express no opinion on any other matter, including, without limitation, the validity, enforceability, or binding effect of any Transaction Document, the perfection or priority of any security interest, or the compliance of any party with any applicable law, rule, or regulation.

VII. Draft Status Notice IMPORTANT NOTICE REGARDING DRAFT STATUS This opinion is in DRAFT form only, dated October 5, 2022. It has not been finalized and is not intended for reliance in its current form. This draft opinion is circulated solely for discussion purposes among the addressees and their respective counsel and advisors, and no party should take any action in reliance on this draft opinion. Finalization of t

VIII. Opinion Subject to the foregoing Assumptions, qualifications, and limitations, and based on our review of the Reviewed Documents and the applicable law, it is our opinion that: If Quorum Insurance Holdings Corp. or Quorum Premium Finance LLC were to become a debtor in a case under Title 11 of the United States Code (the "Bankruptcy Code"), a court exercising proper jurisdiction and applying the applicable legal

IX. Signature block DRAFT — NOT FOR EXECUTION This draft opinion has not been finalized, executed, or delivered. It is circulated for discussion purposes only and may not be relied upon by any person. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Douglas Carmichael Title: Partner Prepared by: Yuki Nakamura, Associate Carlos Espinoza, Associate CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York,