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Contract analysis / enforceability-opinion-letter.docx
enforceability-opinion-letter.docx
1027-00002 · 23 clauses
High · 3 Medium · 3 Standard · 1
I. Documents Examined
I. Documents Examined In connection with the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
1. Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P
1. Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P., dated as of January 30, 2026, by and among the General Partner and the limited partners party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time (the "Partnership Agreement" or the "LPA");
2. Side Letter Agreement, dated as of January 30, 2026, by and between Ridgeline-Clarion
2. Side Letter Agreement, dated as of January 30, 2026, by and between Ridgeline-Clarion Co-Invest GP LLC and Pellegrino Capital Group LLC (the "Side Letter");
3. Subscription Agreement, dated as of January 30, 2026, executed by Pellegrino Capital G
3. Subscription Agreement, dated as of January 30, 2026, executed by Pellegrino Capital Group LLC in connection with its subscription for a limited partnership interest in the Partnership (the "Subscription Agreement," and together with the Partnership Agreement and the Side Letter, collectively, the "Transaction Documents");
4. Certificate of Formation of Pellegrino Capital Group LLC, as filed with the Secretary
4. Certificate of Formation of Pellegrino Capital Group LLC, as filed with the Secretary of State of the State of Delaware on July 12, 2019, together with all amendments thereto as of the date hereof (collectively, the "Certificate of Formation");
5. Limited Liability Company Agreement (Operating Agreement) of Pellegrino Capital Group
5. Limited Liability Company Agreement (Operating Agreement) of Pellegrino Capital Group LLC, dated as of July 15, 2019, as amended by that certain First Amendment to the Limited Liability Company Agreement, dated as of March 1, 2021, and that certain Second Amendment to the Limited Liability Company Agreement, dated as of September 15, 2023 (as so amended, the "Operating Agreement");
6. Certificate of Good Standing of Pellegrino Capital Group LLC, issued by the Secretary
6. Certificate of Good Standing of Pellegrino Capital Group LLC, issued by the Secretary of State of the State of Delaware, dated January 28, 2026 (the "Good Standing Certificate");
7. Certificate of Authorization and Resolutions of the Managing Member of Pellegrino Capi
7. Certificate of Authorization and Resolutions of the Managing Member of Pellegrino Capital Group LLC, dated January 30, 2026, adopted by Marco A. Pellegrino, in his capacity as Founder and Managing Member, authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby (the "Authorizing Resolutions");
8. Officer's Certificate and Secretary's Certificate of Pellegrino Capital Group LLC, dat
8. Officer's Certificate and Secretary's Certificate of Pellegrino Capital Group LLC, dated January 30, 2026, certifying as to the incumbency of certain officers and authorized signatories, the authenticity and current effectiveness of the organizational documents of Pellegrino, and the adoption of the Authorizing Resolutions (the "Officer's Certificate"); and
9. Such other documents, records, agreements, instruments, certificates, and statements o
9. Such other documents, records, agreements, instruments, certificates, and statements of governmental officials and officers and representatives of Pellegrino as we have deemed necessary or appropriate as a basis for the opinions expressed herein. The documents referenced in items (1) through (3) above are collectively referred to herein as the "Transaction Documents." The documents referenced in items (1) through
II. Assumptions Standard
⚑ Commercial term
II. Assumptions In rendering the opinions set forth herein, we have assumed, without independent investigation or verification, the following: (a) All signatures on all documents examined by us are genuine, and all documents submitted to us as originals are authentic and complete. All documents submitted to us as copies, whether certified or otherwise, conform to the authentic originals of such documents, and all suc
III. Limitations on Scope High
⚑ Penalty / liquidated damages
III. Limitations on Scope The opinions expressed herein are limited in all respects to the laws of the State of Delaware (including the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.) and the applicable federal laws of the United States of America, in each case as currently in effect and as currently interpreted by the courts and governmental authorities having jurisdiction thereunder. We express
IV. Opinions Medium
⚑ Liability cap to check against exposure
IV. Opinions Based upon and subject to the foregoing, and subject further to the qualifications, exceptions, and limitations set forth in Section V below, we are of the opinion that: Opinion 1 — Due Organization, Valid Existence, and Good Standing Pellegrino Capital Group LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pellegrino was f
V. Enforceability Exceptions
V. Enforceability Exceptions The opinions expressed in Section IV above, and in particular the enforceability opinion set forth in Opinion 4 above, are subject to the following qualifications, exceptions, and limitations (collectively, the "Enforceability Exceptions"):
1. Bankruptcy and Insolvency Exception. The effect of bankruptcy, insolvency, reorganizat
1. Bankruptcy and Insolvency Exception. The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally, including, without limitation, the Federal Bankruptcy Code (Title 11 of the United States Code), applicable state fraudulent transfer
2. Equitable Principles Exception. The effect of general principles of equity (regardless
2. Equitable Principles Exception. The effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, principles relating to the implied covenants of good faith and fair dealing, unconscionability, reasonableness, materiality, the availability of specific performance, injunctive relief, and other equitable remedies (
3. Public Policy Limitation. The extent to which certain provisions of the Transaction Do
3. Public Policy Limitation. The extent to which certain provisions of the Transaction Documents may be rendered unenforceable as contrary to public policy as determined by a court of competent jurisdiction, including, without limitation, provisions purporting to waive or limit statutory rights or constitutional protections that are not subject to waiver by agreement of the parties.
4. Indemnification and Contribution Limitation. The enforceability of provisions of the T High
⚑ Indemnity / guarantee obligation
4. Indemnification and Contribution Limitation. The enforceability of provisions of the Transaction Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or public policy considerations, including, without limitation, limitations imposed by applicable securities laws (including, where applicable, judicial interpretations of Section 17 of the Securities Act of 1933, as am
5. Waiver Limitations. Provisions of the Transaction Documents relating to waivers of rig
5. Waiver Limitations. Provisions of the Transaction Documents relating to waivers of rights or defenses, including, without limitation, waivers of the right to trial by jury, waivers of rights to receive notices otherwise required by law, waivers of statutes of limitations, and waivers of rights to interpose counterclaims or raise defenses, may not be enforceable in all circumstances, and the enforcement of such pro
6. Choice of Law and Forum Selection. While the Transaction Documents designate the laws Medium
⚑ Forum / governing law
6. Choice of Law and Forum Selection. While the Transaction Documents designate the laws of the State of Delaware as the governing law thereof, no assurance can be given that a court in any particular jurisdiction would honor such designation in all respects, particularly if the application of Delaware law would be contrary to a fundamental policy of a jurisdiction that has a materially greater interest in the determ
7. Severability. The enforceability of any severability provision contained in the Transa
7. Severability. The enforceability of any severability provision contained in the Transaction Documents will depend upon the nature and extent of the provision or provisions held to be invalid, illegal, or unenforceable, and the relationship of any such provision or provisions to the other provisions of the applicable Transaction Document and to the overall transaction. A court could decline to sever an unenforceabl
8. Penalty and Forfeiture Provisions. Provisions of the Transaction Documents that may be High
⚑ Penalty / liquidated damages
8. Penalty and Forfeiture Provisions. Provisions of the Transaction Documents that may be characterized as penalties or forfeitures, including, without limitation, any provisions imposing default interest at rates exceeding commercially reasonable levels, late charges, or forfeiture, reduction, or reallocation of limited partnership interests upon a limited partner's failure to satisfy capital calls or otherwise comp
VI. Reliance and Other Matters Medium
⚑ Notice / time limit to track
VI. Reliance and Other Matters This opinion letter is furnished solely for the benefit of Ridgeline-Clarion Co-Invest GP LLC, in its capacity as General Partner of the Partnership, and may not be relied upon by any other person or entity without our prior written consent. Notwithstanding the foregoing, this opinion letter may be relied upon by Ridgeline Equity Partners Fund IV, L.P. and Ridgeline Equity Management LL