Contract analysis

I. Introduction Calderwood & Harkness LLP ("we," "us," or "our") has acted as counsel to Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company" or "PHAC"), and Pellegrino Capital Group LLC, a Delaware limited liability company (the "Sponsor" or "PCG"), in connection with the Registration Statement on Form S-1 (File No. 333-260847; CIK 0001937482) (as amended through the date hereof, the "Regi

II. Documents Examined and Relied Upon In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents: A. Organizational Documents (i) The Certificate of Incorporation of the Company as initially filed with the Secretary of State of the State of Delaware on September 30, 2021 (DE SOS File No. 6148293) (the "Original C

III. Assumptions In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, the following: (a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or o

IV. Opinions Based on and subject to the foregoing, and subject further to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

1. Due Incorporation and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied solely upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware (DE SOS File No. 6148293) and the Officer's Certificate. We note that the concept of "good standing"

2. Corporate Power and Authority. The Company has all requisite corporate power and authority under the DGCL and its Charter and Bylaws to execute and deliver the Underwriting Agreement, the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, the Letter Agreement, the Private Placement Warrants Purchase Agreement, the Administrative Services Agreement, and each of the other Transaction Agreemen

3. Authorization. The execution, delivery, and performance by the Company of the Underwriting Agreement and each of the other Transaction Agreements to which the Company is a party, and the issuance, offer, and sale of the Units, the shares of Class A Common Stock included therein, and the Public Warrants included therein, have been duly authorized by all necessary corporate action on the part of the Company, includi

4. Valid Issuance of Class A Common Stock. The shares of Class A Common Stock to be included in the Units (including up to 15,000,000 shares of Class A Common Stock to be included in the Firm Units and up to 2,250,000 additional shares of Class A Common Stock to be included in the Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered against payment therefor in accordan

5. Valid Issuance of Public Warrants. The Public Warrants to be included in the Units (including up to 7,500,000 whole Public Warrants to be included in the Firm Units, plus up to 1,125,000 additional whole Public Warrants to be included in the Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered in accordance with the terms and conditions of the Underwriting Agreement

6. Valid Issuance of Units. The Units (including up to 15,000,000 Firm Units and up to 2,250,000 Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued.

7. Shares Issuable Upon Exercise of Public Warrants. The shares of Class A Common Stock issuable upon exercise of the Public Warrants have been duly authorized and reserved for issuance by the Board of Directors of the Company, and, when issued and delivered upon exercise of the Public Warrants in accordance with the terms and conditions of the Warrant Agreement and upon receipt by the Company of the exercise price o

8. Execution and Delivery of Underwriting Agreement. The Underwriting Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject in each case to the Enforceability Exceptions.

9. No Conflicts. The execution, delivery, and performance by the Company of the Underwriting Agreement and each of the other Transaction Agreements to which the Company is a party, and the issuance and sale of the securities contemplated thereby, do not and will not: (i) violate the Charter or the Bylaws of the Company; (ii) violate any applicable law, rule, or regulation of the State of Delaware (including the DGCL)

10. No Additional Consents or Approvals Required. No consent, approval, authorization, order, registration, qualification, or filing of or with any court or governmental agency or body of the United States or the State of Delaware is required for the consummation by the Company of the transactions contemplated by the Underwriting Agreement and the Transaction Agreements, except: (i) such as have been obtained or made

V. 10b-5 Negative Assurance The statements in this Part V are provided solely for the benefit of the addressees of this letter in their capacity as underwriters in connection with the Offering and are not intended to constitute, and do not constitute, an opinion of law. Rather, the statements set forth in this Part V constitute a confirmation based on our participation in the preparation of the Registration Statement

VI. Enforceability Exceptions As used in the opinions set forth in Part IV above, the term "Enforceability Exceptions" means: (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as the same may be enacted, amended, or interprete

VII. Qualifications and Limitations A. Scope of Law The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the General Corporation Law of the State of Delaware (the "DGCL"), and we express no opinion with respect to the laws of any other jurisdiction, including without limitation the laws of the State of New York, the laws of the State of Florida, or the laws

VIII. Reliance and Consent A. Reliance. This opinion letter is addressed to, and may be relied upon by, Pellegrino Hospitality Acquisition Corp., Meridian Tidewater Securities LLC (in its capacity as representative of the several Underwriters named in the Underwriting Agreement), and Brindoval Partners Capital LLC, solely in connection with the Offering and the transactions contemplated by the Underwriting Agreement.