Contract analysis

I. INTRODUCTORY PARAGRAPH We have acted as counsel to Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among: (i) Nexford Industrial Holdings Inc., as Borrower; (ii) Granite Peak NIH Holdings, LLC, a limited liability company organized an

II. DEFINITION OF LOAN DOCUMENTS As used in this opinion letter, the following terms have the meanings set forth below: "Credit Agreement" means the Credit Agreement defined above. "Guarantee Agreement" means the Guarantee Agreement dated as of March 28, 2025, among the Guarantors and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement). "Security

III. IDENTIFICATION OF LOAN PARTIES COVERED The opinions set forth herein are rendered with respect to each of the following entities (collectively, the "Loan Parties" or the "Opinion Parties"): The Borrower: Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 36-4178552; Delaware File No. 5765432; principal executive offices: 1400 Industrial Parkway, S

1. Nexford Precision Components, Inc., a Delaware corporation

2. Nexford Engineered Systems, LLC, a Delaware limited liability company

3. Nexford Coatings & Surface Technologies, Inc., a Delaware corporation

4. Nexford Manufacturing Services, LLC, an Illinois limited liability company

5. Nexford Properties, LLC, a Delaware limited liability company

6. Nexford International Holdings, Inc., a Delaware corporation ("CFC Holdco")

7. Clearfield Tool & Die, Inc., a Pennsylvania corporation

8. Summit Industrial Fabrication Co., a South Carolina corporation

9. Ridgepoint Specialty Coatings, LLC, a Texas limited liability company

10. Lakeshore Precision Engineering, Inc., a Michigan corporation The Subsidiary Guarantors are listed in further detail on Schedule I hereto. Exclusions: Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, and Nexford Canada Manufacturing, Inc., a corporation organized under the laws of the Province of Ontario, are foreign subsidiaries of the Borr

IV. DOCUMENTS EXAMINED In connection with rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Credit Agreement (execution version).

2. The Guarantee Agreement (execution version).

3. The Security Agreement (execution version).

4. The Holdings Pledge Agreement (execution version).

5. The Borrower Pledge Agreement (execution version).

6. Each of the Subsidiary Pledge Agreements (execution versions).

7. The CFC Holdco Limited Pledge Agreement (execution version).

8. The intellectual Property Security Agreement (execution version).

9. The Intercreditor Agreement (execution version).

10. The certificate of incorporation (or certificate of formation, as applicable) and bylaws (or limited liability company agreement, as applicable) of each Loan Party, each as currently in effect.

11. Good standing certificates (or certificates of status, as applicable) for each Loan Party obtained from the Secretary of State (or equivalent filing authority) of its respective jurisdiction of organization, in each case dated within five (5) business days of the date hereof.

12. Resolutions of the Board of Directors of Nexford Industrial Holdings Inc. adopted on January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby.

13. Written consent of the managers and/or members of Granite Peak NIH Holdings, LLC adopted on January 13, 2025, authorizing the execution, delivery, and performance of the Loan Documents to which Granite Peak NIH Holdings, LLC is a party.

14. Board of directors resolutions and/or manager/member consents, as applicable, of each Subsidiary Guarantor authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, the applicable Subsidiary Pledge Agreement(s), and the other Loan Documents to which such Subsidiary Guarantor is a party.

15. Secretary's certificates and incumbency certificates of each Loan Party, in each case dated as of March 28, 2025.

16. The Officer's Certificate of the Borrower dated March 28, 2025.

17. The Closing Certificate of the Borrower dated March 28, 2025.

18. The Solvency Certificate dated March 28, 2025, executed by Michelle Kaplan, Chief Financial Officer of the Borrower.

19. The Opinion Back-Up Certificate of the Borrower dated March 28, 2025 (the "Back-Up Certificate"), setting forth certain factual matters upon which we have relied in rendering the opinions expressed herein.

20. UCC-1 Financing Statements in the forms to be filed in (a) the Office of the Secretary of State of the State of Delaware, (b) the Office of the Secretary of State of the State of Illinois, (c) the Pennsylvania Department of State, (d) the Office of the Secretary of State of the State of South Carolina, (e) the Office of the Secretary of State of the State of Texas, and (f) the Michigan Department of State, in eac

21. UCC, federal tax lien, and judgment lien search results for all Loan Parties across all applicable filing jurisdictions, conducted by National UCC Lien Search Services, Inc. and dated within fifteen (15) days of the date hereof.

22. The Existing Credit Agreement dated as of June 14, 2019 (as amended by the First Amendment dated March 20, 2020, the Second Amendment dated November 8, 2021, the Third Amendment dated April 15, 2023, and the Fourth Amendment dated September 12, 2024, the "Existing Credit Agreement"), among Nexford Industrial Holdings Inc. and certain of its subsidiaries, Atlas Meridian National Bank, as administrative agent, and

23. The Indenture dated as of November 8, 2021 (the "Existing Indenture"), among Nexford Industrial Holdings Inc., as issuer, the guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Existing Notes").

24. Such other documents, records, agreements, instruments, and certificates as we have deemed necessary or appropriate for purposes of rendering the opinions set forth below.

V. ASSUMPTIONS In rendering the opinions set forth below, we have, with your permission, assumed the following without independent investigation or verification:

1. The genuineness of all signatures (other than the signatures of the Loan Parties and their authorized officers and representatives on the Loan Documents).

2. The authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies (whether certified, photostatic, facsimile, electronic, or otherwise).

3. Each party to the Loan Documents (other than the Loan Parties) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization, has all requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, and has duly authorized, exe

4. The Loan Documents constitute legal, valid, binding, and enforceable obligations of each party thereto other than the Loan Parties, enforceable against each such party in accordance with their respective terms.

5. Each natural person who has executed any Loan Document on behalf of any party (other than a Loan Party) has the legal capacity to do so.

6. The factual representations, warranties, and statements set forth in the Back-Up Certificate of the Borrower dated March 28, 2025, are and remain true, correct, and complete in all material respects as of the date hereof, and no facts have come into existence since the date of the Back-Up Certificate that would render any such representation, warranty, or statement materially inaccurate or incomplete.

7. The terms and conditions of the Loan Documents as executed and delivered on the date hereof conform in all material respects to the drafts of such Loan Documents most recently reviewed by us prior to the date hereof.

8. The Credit Agreement has been duly entered into for good and valuable consideration.

9. Each Lender is acting in good faith and without notice of any defense against the enforcement of any rights created by, or arising under, the Loan Documents.

10. With respect to the laws of each jurisdiction other than the State of New York and the State of Delaware (the "Other Jurisdictions"), the laws of such Other Jurisdictions are substantially similar to the laws of the State of New York with respect to the matters relevant to the opinions expressed herein, except where specific opinions of local counsel have been or are being delivered in connection with the closing

11. The proceeds of the Term Loan B will be applied solely for the purposes described in the Credit Agreement, specifically: (a) the refinancing and repayment in full of the existing Atlas Meridian first lien term loan facility in the approximate amount of $879,375,000; (b) the payment of transaction fees and expenses in the approximate amount of $38,625,000; (c) a dividend distribution to Granite Peak NIH Holdings,

VI. SCOPE LIMITATIONS The opinions expressed herein are limited in all respects to: (a) the federal laws of the United States of America; (b) the laws of the State of New York; (c) the General Corporation Law of the State of Delaware (the "DGCL"), as applicable to those Loan Parties organized as corporations under the laws of the State of Delaware; and (d) the Delaware Limited Liability Company Act (the "DLLCA"), as

VII. OPINIONS Based upon and subject to the foregoing and to the qualifications, exceptions, and other limitations set forth herein, we are of the opinion that: Opinion 1 — Organization and Good Standing (Delaware Entities Only) Each of the following Loan Parties is a corporation or limited liability company, as indicated below, duly organized, validly existing, and in good standing under the laws of the State of Del

VIII. ENFORCEABILITY QUALIFICATIONS The enforceability opinions set forth in Opinion 5 above and, to the extent applicable, each other opinion set forth in Section VII above, are subject to the following qualifications (collectively, the "Enforceability Qualifications"):

1. Bankruptcy and Insolvency Exception. The enforceability of the Loan Documents may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preference, and other similar laws affecting the enforcement of creditors' rights generally from time to time in effect, including without limitation Title 11 of the United States Code (the "Bankruptc

2. Equitable Principles Exception. The enforceability of the Loan Documents is subject to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance or injunctive relief), regardless of whether such enforceability is considered in a proceeding in equity or at law. The application of equitable p

3. Fraudulent Transfer / Fraudulent Conveyance. The guarantee obligations of the Guarantors under the Guarantee Agreement and the security interests created by the Guarantors under the Security Documents may be subject to avoidance, subordination, or limitation under applicable fraudulent transfer and fraudulent conveyance statutes, including without limitation Sections 544(b) and 548 of the Bankruptcy Code, the Unif

4. Solvency. The enforceability of the guarantee obligations of each Guarantor under the Guarantee Agreement depends in part upon the solvency of such Guarantor at the time such guarantee obligations are incurred and upon whether such Guarantor received reasonably equivalent value or fair consideration in exchange for incurring such obligations. We note that the Solvency Certificate dated March 28, 2025, executed by

5. Indemnification and Contribution. Provisions of the Loan Documents relating to indemnification, contribution, or exculpation may be limited or rendered unenforceable by public policy considerations, including without limitation applicable provisions of the Securities Act of 1933, as amended, or other applicable law that may prohibit indemnification for liabilities arising from certain types of misconduct, negligen

6. Waivers. Certain waivers contained in the Loan Documents — including, without limitation, waivers of rights to trial by jury, waivers of rights of setoff, waivers of notice, waivers of statutes of limitations defenses, waivers of marshaling, waivers of stay, extension, or usury laws, and waivers of other rights and defenses — may be unenforceable in whole or in part to the extent that a court determines such waive

7. Choice of Law / Forum Selection. The enforceability of the New York governing law clause and the New York forum selection clause contained in the Loan Documents may be limited if a court of competent jurisdiction determines that another jurisdiction has a materially greater interest in, or a more significant relationship to, the parties or the transactions contemplated by the Loan Documents, or if enforcement of s