Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") represents Redstone Gaming Corp. ("RGC" or the "Company"), a Delaware corporation headquartered in Las Vegas, Nevada, in connection with a proposed $180,000,000 underwritten follow-on public offering (the "Offering") of shares of its common stock, par value $0.001 per share (NYSE: RDGM). This memorandum summarizes the results of the Firm's legal due

II. Scope and Methodology The Firm's due diligence review was conducted in accordance with the standards applicable to legal due diligence in connection with underwritten public offerings of equity securities and with due regard to the Firm's obligations under Section 11 of the Securities Act of 1933, as amended (the "Securities Act"), and the related case law, including Escott v. BarChris Construction Corp., 283 F.

1. Corporate Records. Certificate of Incorporation, as amended; Bylaws; minutes of meetings and written consents of the Board of Directors and its committees (including the Pricing Committee); stockholder meeting materials; corporate organizational chart; and subsidiary formation documents.

2. Public SEC Filings. Annual Report on Form 10-K for the fiscal year ended December 31, 2024; Amendment No. 1 to Annual Report on Form 10-K/A filed July 15, 2025; Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025; Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Stockholders; and all Current Reports on Form 8-K filed through October 15, 2025.

3. Registration Statement and Offering Materials. Form S-3 shelf registration statement (SEC File No. 333-278401), including all exhibits; preliminary prospectus supplement filed under Rule 424(b)(5) on October 6, 2025; SEC Staff comment letter dated October 14, 2025; and drafts of the revised prospectus supplement and response letter.

4. Gaming License Files. Copies of all gaming licenses, permits, and authorizations held by RGC and its subsidiaries; pending gaming license applications for Louisiana and Indiana; correspondence with state gaming regulatory authorities.

5. Material Contract Files. Leases and operating agreements for casino-resort properties; the Louisiana development rights acquisition agreement; the financial advisory engagement letter; the transfer agent agreement; and directors' and officers' liability insurance policies.

6. Indentures and Credit Agreements. Indenture dated June 15, 2021 governing the 6.25% Senior Secured Notes due 2028; Indenture dated September 20, 2024 governing the 5.875% Senior Notes due 2031; and the revolving credit agreement with Meridian National Bank, N.A.

7. Litigation Files. Internal litigation summary prepared by the Office of the General Counsel; selected litigation files for pending matters; and results of independent litigation docket searches. 8. intellectual Property Registrations. Trademark registrations and applications; domain name registrations; technology license agreements; and summaries of proprietary software and trade secret protections.

9. Employee Benefit Plan Documents. 2021 Equity Incentive Plan and related Board resolutions; executive employment agreements; collective bargaining agreements; 401(k) plan documents; and summaries of health, welfare, and other employee benefit plans.

10. Insurance Policies. Directors' and officers' liability insurance; property and casualty insurance; general liability insurance; workers' compensation insurance; and cybersecurity insurance.

11. Environmental and Real Property Materials. Phase I environmental site assessments for owned properties; real property deeds and title documents; and environmental compliance summaries.

12. Tax Materials. Federal and state tax returns for fiscal years 2022 through 2024; correspondence with tax authorities; and internal tax compliance memoranda. Management Interviews. In addition to the document review, the Firm conducted in-person and telephonic interviews with the following members of RGC's senior management: • Marcus Hale, Chief Executive Officer — discussions regarding business strategy, use of p

III. Corporate Organization and Good Standing A. Incorporation and Charter Documents Redstone Gaming Corp. was incorporated in the State of Delaware under the General Corporation Law of the State of Delaware. The Company's Delaware Charter File Number is 7291845. The Company's registered agent in the State of Delaware is Capitol Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The

IV. Gaming Regulatory Compliance The gaming industry is one of the most heavily regulated industries in the United States, and compliance with applicable gaming laws, regulations, and licensing requirements is essential to the Company's operations and to the accuracy of the Offering disclosure. The Firm has conducted a review of the Company's gaming regulatory compliance, including its existing gaming licenses, pendi

V. SEC Filings and Registration Statement A. Shelf Registration The Offering will be conducted pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-278401; CIK No. 0001847293), which was originally filed with the SEC on March 14, 2024 and was declared effective on March 28, 2024. The Form S-3 provides for the issuance from time to time of up to $750,000,000 in aggregate offering price of common st

1. Use of Proceeds (Comment 1). The SEC Staff requested greater specificity regarding the Company's intended use of proceeds, including a more detailed breakdown of the allocation of net offering proceeds among the Louisiana expansion project, the Indiana expansion project, the partial retirement of the 6.25% Senior Secured Notes, and general corporate purposes.

2. Nevada Revenue Concentration Risk Factor (Comment 2). The SEC Staff requested enhanced risk factor disclosure regarding the concentration of approximately 58% of the Company's total gaming revenue in its Nevada operations.

3. Dilution Table (Comment 3). The SEC Staff requested revisions to the dilution table to address the dilutive effect of outstanding options under the 2021 Equity Incentive Plan and to present dilution on both a per-share and aggregate basis. 4. 10-K/A Incorporation by Reference (Comment 4). The SEC Staff requested that the Form 10-K/A filed July 15, 2025 be specifically identified in the incorporation-by-reference s

5. Regulation M Disclosure (Comment 5). The SEC Staff requested clarification of the disclosure regarding stabilization and passive market-making activities by the underwriters under Regulation M.

6. Exhibit 5.1 Legal Opinion Scope (Comment 6). The SEC Staff requested confirmation that the Exhibit 5.1 legal opinion to be issued by Calderwood & Harkness LLP will cover the full number of shares registered under the shelf registration statement, including shares issuable upon exercise of the over-allotment option. The Firm's internal target for submission of the response letter and revised prospectus supplement t

VI. Material Contracts The Firm has reviewed the material contracts to which RGC and its subsidiaries are parties, with a focus on identifying any provisions that could be triggered by, or that are otherwise relevant to, the Offering. The following is a summary of the key categories of material contracts reviewed and the Firm's findings with respect to each. A. Casino Property Leases and Operating Agreements RGC and

VII. Existing Indebtedness The Firm has reviewed the Company's existing indebtedness, including the indentures, credit agreements, and related documents governing each of the Company's outstanding debt instruments. The purpose of this review was to identify any provisions that could be triggered by, or that are otherwise relevant to, the Offering, including restrictions on the issuance of equity securities, mandatory

VIII. Litigation A. Pending Litigation The Firm has reviewed the Company's litigation files, including internal litigation summaries prepared by the Office of the General Counsel, and has conducted discussions with Darren Whitfield, Executive Vice President and General Counsel of RGC, regarding all pending and threatened litigation matters. Based on this review, no material pending litigation has been identified that

IX. Intellectual Property A. Trademarks and Brand The Company maintains a portfolio of registered trademarks that are material to its business operations and brand identity. The principal registered trademarks include: • "Redstone Gaming" — the Company's primary corporate and brand name, registered with the United States Patent and Trademark Office ("USPTO") • Redstone Logo — the Company's stylized logo mark, registe

X. Employee and Benefit Matters A. Workforce. RGC employs approximately 12,000 employees across its eight casino-resort properties and its corporate offices in Las Vegas, Nevada. The workforce includes both full-time and part-time employees engaged in gaming operations, hospitality, food and beverage, entertainment, security, and corporate support functions. No material labor disputes, work stoppages, or unfair labor

XI. Environmental and Real Property The Firm has reviewed the environmental and real property matters associated with the Company's casino-resort properties in Nevada, New Jersey, and Mississippi. No material environmental liabilities have been identified in the Firm's due diligence review or disclosed in the Company's periodic filings with the SEC. Phase I environmental site assessments are on file for each of the C

XII. Tax Matters The Company's Employer Identification Number (EIN) is 88-1034572. The Firm has reviewed the Company's federal and state income tax returns for fiscal years 2022, 2023, and 2024. Based on this review and on discussions with the Company's CFO, no material outstanding tax deficiencies, audits, or disputes with any federal or state taxing authority have been identified. The Company is current in the paym

XIII. Insurance The Firm has reviewed the Company's insurance coverage and has confirmed that the following categories of insurance are in effect and adequate for the nature and scope of the Company's operations: • Directors' and Officers' Liability Insurance: Underwritten by Sentinel Risk Underwriters, Inc.; policy no. SRU-DOX-2025-41882; aggregate policy limit of $75,000,000; coverage current and in effect; no pend