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Contract analysis / legal-opinion-briarcliff-de.docx
legal-opinion-briarcliff-de.docx
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I. DEFINED TERMS AND INTERPRETATION
I. DEFINED TERMS AND INTERPRETATION Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. In addition, as used in this opinion letter, the following terms shall have the meanings set forth below: "Delaware Loan Parties" means, collectively, the following entities, each of which is organized under the laws of the State of Delaware:
1. Nexford Industrial Holdings Inc., the Borrower, a corporation organized under the laws
1. Nexford Industrial Holdings Inc., the Borrower, a corporation organized under the laws of the State of Delaware, Delaware Secretary of State File Number 5765432, Federal Employer Identification Number 36-4178552, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;
2. Granite Peak NIH Holdings, LLC, the Holdings Guarantor, a limited liability company or
2. Granite Peak NIH Holdings, LLC, the Holdings Guarantor, a limited liability company organized under the laws of the State of Delaware, Delaware Secretary of State File Number 7234891, Federal Employer Identification Number 85-3291047, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;
3. Nexford Precision Components, Inc., a Subsidiary Guarantor, a corporation organized un
3. Nexford Precision Components, Inc., a Subsidiary Guarantor, a corporation organized under the laws of the State of Delaware, Delaware Secretary of State File Number 6108274, Federal Employer Identification Number 47-5823961, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;
4. Nexford Engineered Systems, LLC, a Subsidiary Guarantor, a limited liability company o
4. Nexford Engineered Systems, LLC, a Subsidiary Guarantor, a limited liability company organized under the laws of the State of Delaware, Delaware Secretary of State File Number 6541903, Federal Employer Identification Number 82-6147390, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;
5. Nexford Coatings & Surface Technologies, Inc., a Subsidiary Guarantor, a corporation o
5. Nexford Coatings & Surface Technologies, Inc., a Subsidiary Guarantor, a corporation organized under the laws of the State of Delaware, Delaware Secretary of State File Number 6892310, Federal Employer Identification Number 61-7382054, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801;
6. Nexford Properties, LLC, a Subsidiary Guarantor, a limited liability company organized
6. Nexford Properties, LLC, a Subsidiary Guarantor, a limited liability company organized under the laws of the State of Delaware, Delaware Secretary of State File Number 7105648, Federal Employer Identification Number 83-9214576, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801; and
7. Nexford International Holdings, Inc., a Subsidiary Guarantor and the CFC Holdco, a cor
7. Nexford International Holdings, Inc., a Subsidiary Guarantor and the CFC Holdco, a corporation organized under the laws of the State of Delaware, Delaware Secretary of State File Number 7318527, Federal Employer Identification Number 92-4071638, with its registered agent in the State of Delaware being Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. "DGCL" means the Delaware General Corporation
II. SCOPE OF EXAMINATION; DOCUMENTS EXAMINED
II. SCOPE OF EXAMINATION; DOCUMENTS EXAMINED In connection with the rendering of the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents and instruments: (a) With respect to each Delaware Loan Party that is a corporation (Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Coatings & Surface Techno
III. ASSUMPTIONS
Medium
⚑ Forum / governing law
III. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent and without independent investigation or verification, assumed the following: (a) All signatures on documents examined by us in connection with the preparation of this opinion are genuine, and all natural persons who have executed documents examined by us had, at the time of such execution, the legal capacity to do so. (b) All doc
IV. QUALIFICATIONS AND LIMITATIONS
High
⚑ Non-compete / exclusivity restraint
IV. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: (a) The opinions expressed herein are limited solely and exclusively to the laws of the State of Delaware, including the DGCL, the DLLCA, and the DRULPA (to the extent applicable), in each case as currently in effect on the date hereof. We are members of the Bar of the State of Delaware, and w
V. OPINIONS
V. OPINIONS Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that: A. Due Organization and Valid Existence
1. Each Delaware Loan Party that is a corporation, namely Nexford Industrial Holdings Inc
1. Each Delaware Loan Party that is a corporation, namely Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Coatings & Surface Technologies, Inc., and Nexford International Holdings, Inc., is a corporation duly incorporated, validly existing, and in good standing under the DGCL. Each such Delaware Loan Party was duly incorporated in accordance with the provisions of the DGCL, and its Certi
2. Each Delaware Loan Party that is a limited liability company, namely Granite Peak NIH
2. Each Delaware Loan Party that is a limited liability company, namely Granite Peak NIH Holdings, LLC, Nexford Engineered Systems, LLC, and Nexford Properties, LLC, is a limited liability company duly formed, validly existing, and in good standing under the DLLCA. Each such Delaware Loan Party was duly formed in accordance with the provisions of the DLLCA, and its Certificate of Formation was duly filed with the Del
3. The opinions expressed in paragraphs 1 and 2 above with respect to the good standing o
3. The opinions expressed in paragraphs 1 and 2 above with respect to the good standing of each Delaware Loan Party are based solely upon the Good Standing Certificates obtained from the Delaware Secretary of State, each dated within five (5) business days of the date hereof, and such opinions speak only as of the respective dates of such Good Standing Certificates. B. Power and Authority
4. Each Delaware Loan Party has the corporate power and authority (in the case of each De
4. Each Delaware Loan Party has the corporate power and authority (in the case of each Delaware Loan Party that is a corporation) or the limited liability company power and authority (in the case of each Delaware Loan Party that is a limited liability company) under its respective Organizational Documents and the applicable Delaware statute (the DGCL or the DLLCA, as the case may be) to execute, deliver, and perform
5. Without limiting the generality of the foregoing opinion:
5. Without limiting the generality of the foregoing opinion: (a) Nexford Industrial Holdings Inc., as the Borrower, has the corporate power and authority under its Certificate of Incorporation, Bylaws, and the DGCL to (i) enter into the Credit Agreement and borrow the $1,400,000,000 Term Loan B thereunder, (ii) execute and deliver the Security Agreement and grant the security interests in its assets contemplated ther
6. Each Delaware Loan Party has the corporate power and authority (in the case of each De
6. Each Delaware Loan Party has the corporate power and authority (in the case of each Delaware Loan Party that is a corporation) or the limited liability company power and authority (in the case of each Delaware Loan Party that is a limited liability company) to own, lease, and operate its properties and to carry on its business as presently conducted. C. Due Authorization
7. The execution, delivery, and performance of each Loan Document to which each Delaware
7. The execution, delivery, and performance of each Loan Document to which each Delaware Loan Party is a party has been duly authorized by all necessary corporate or limited liability company action on the part of such Delaware Loan Party, as follows: (a) With respect to each Delaware Loan Party that is a corporation (Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Coatings & Surface Tec
8. Each Loan Document to which a Delaware Loan Party is a party has been duly executed an
8. Each Loan Document to which a Delaware Loan Party is a party has been duly executed and delivered by such Delaware Loan Party. In rendering this opinion, we have relied upon (a) the Secretary's Certificates and Authorized Person's Certificates delivered to us, each dated as of March 28, 2025, certifying the incumbency and specimen signatures of the officers or authorized persons who executed the Loan Documents on
9. The execution, delivery, and performance by each Delaware Loan Party of each Loan Docu
9. The execution, delivery, and performance by each Delaware Loan Party of each Loan Document to which it is a party does not and will not (a) violate any provision of such Delaware Loan Party's Certificate of Incorporation, Bylaws, Certificate of Formation, or Limited Liability Company Agreement, as applicable, or (b) result in any breach of, or constitute a default (or an event that, with the giving of notice or th
10. The execution, delivery, and performance by each Delaware Loan Party that is a corpor
10. The execution, delivery, and performance by each Delaware Loan Party that is a corporation of each Loan Document to which it is a party does not and will not violate any provision of the DGCL.
11. The execution, delivery, and performance by each Delaware Loan Party that is a limite
11. The execution, delivery, and performance by each Delaware Loan Party that is a limited liability company of each Loan Document to which it is a party does not and will not violate any provision of the DLLCA.
12. The opinions expressed in paragraphs 10 and 11 above are subject to the assumptions,
12. The opinions expressed in paragraphs 10 and 11 above are subject to the assumptions, qualifications, and limitations set forth in Sections III and IV of this opinion letter and do not extend to any statute, rule, regulation, order, decree, judgment, or other law of the State of Delaware other than the DGCL (with respect to corporate Delaware Loan Parties) and the DLLCA (with respect to LLC Delaware Loan Parties).
VI. RELIANCE AND BENEFIT
VI. RELIANCE AND BENEFIT This opinion letter is rendered solely for the benefit of, and may be relied upon solely by, the following: (a) Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents; (b) each Lender party to the Credit Agreement as of the date hereof; and (c) the respective successors and permitted assigns of the Adm
VII. NO OBLIGATION TO UPDATE
Medium
⚑ Forum / governing law
VII. NO OBLIGATION TO UPDATE This opinion letter speaks only as of the date hereof. We assume no obligation to update or supplement this opinion letter, or to advise you of any changes in the facts or circumstances described herein or of any changes in applicable law (whether by legislative action, judicial decision, regulatory action, or otherwise) that may occur after the date hereof, even if such changes would aff